CHEMUNG FINANCIAL CORP
For the period ended Jun 2, 2026. Filed Apr 23, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 2, 2026 · Filed Apr 23, 2026
Contents
General Voting Information
Proxy Statement
Dated April 23, 2026
For the Annual Meeting of Shareholders to be held June 2, 2026
General Voting Information
We are providing this proxy statement (the “Proxy Statement”) in connection with the solicitation of proxies on behalf of the Board of Directors (the "Board") of Chemung Financial Corporation (the "Corporation" or "Chemung Financial") for use at the Annual Meeting of Shareholders (the “Annual Meeting”), to be held virtually at https://edge.media-server.com/mmc/p/az7fbtio on Tuesday, June 2, 2026 at 2:00 p.m. ET and any adjournment thereof. In the Proxy Statement, the "Bank" refers to Chemung Canal Trust Company, a New York-chartered trust company and wholly-owned subsidiary bank of Chemung Financial.
The release of the Notice Regarding the Availability of Proxy Materials, the Notice of the 2026 Annual Meeting of Shareholders, the Proxy Statement, and the Corporation's Annual Report on Form 10-K for year ended December 31, 2025, which includes an abbreviated report for the twelve-month period (collectively, the "Proxy Materials") is scheduled to begin on April 23, 2026, to shareholders of record as of the close of business on April 6, 2026. As of the record, there were 4,819,440 shares of Corporation common stock outstanding, and each share is entitled to one vote at the Annual Meeting.
The enclosed proxy is being solicited by the Board of Directors of the Corporation. The total cost of solicitation of proxies in connection with the Annual Meeting will be borne by the Corporation.
Vote Required
| Proposal | Item | Votes Required for Approval | Board of Directors Recommendation | Effect of Abstentions | Effect of Uninstructed Shares Held by Broker, Bank or Other Agent |
|---|---|---|---|---|---|
| Voting Proposal 1 | Election of Directors | A plurality of votes cast by holders of shares of common stock of the Corporation entitled to vote | “FOR” each of the Corporation’s four nominees | Not Voted | Not Voted |
| Voting Proposal 2 | Approval, on an advisory basis, of the Corporation’s 2025 Named Executive Officer Compensation (Say-On-Pay) | An affirmative vote of a majority of all votes cast by the holders of common stock of the Corporation entitled to vote | “FOR,” on an advisory basis, the Corporation’s 2025 Named Executive Officer compensation (Say-On-Pay) | Not Voted | Not Voted |
| Voting Proposal 3 | Ratification of the Selection of Crowe LLP as the Corporation’s Independent Registered Public Accounting Firm for 2026 | An affirmative vote of a majority of all votes cast by the holders of common stock of the Corporation entitled to vote | “FOR” the ratification of the appointment of the independent registered public accounting firm, Crowe LLP, as the independent registered public accounting firm of the Corporation for the year ending December 31, 2026 | Not Voted | Discretionary Vote |
Internet Availability of Proxy Material
In accordance with rules adopted by the SEC, instead of mailing a printed copy of our materials to each shareholder of record, we furnished our proxy materials, including the Notice of Annual Meeting of Shareholders, this Proxy Statement, and the Annual Report to Shareholders on Form 10-K for the year ended December 31, 2025, which includes an abbreviated report for the twelve-month period, by sending a notice of internet availability of proxy materials (the “Notice of Internet Availability”) and providing access to such documents over the Internet. Generally, shareholders will not receive printed copies of the proxy materials unless they request them. Shareholders of record who prefer to receive a paper or e-mail copy of our proxy materials must follow the instructions below or as provided in the Notice of Internet Availability for requesting such materials. The Notice of Internet Availability only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability and returning it.
To view or request material ONLINE: Visit http://astproxyportal.com/ast/01079 to view material 24 hours a day, seven days a week, through the conclusion of the Annual Meeting. You will need your Notice of Internet Availability with your control number in order to log in and view the proxy material. You may request a paper copy by visiting the following https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/Request Materials and click "sign-up for E-Delivery."
To receive a PAPER or E-MAIL copy: You MUST REQUEST a paper or e-mail copy of the proxy materials by sending an email to help@equiniti.com and include your control number (available on your Notice of Internet Availability) in the subject line, your preference to receive printed or via e-mail, and note if you would like this election to apply to the delivery of materials for all future shareholder meetings. There is NO charge to receive a paper or e-mail copy of the materials. Please choose one of the following methods for your request prior to May 19, 2026.
To request material by TELEPHONE: 1-888-Proxy-NA (1-888-776-9962) in the United States or 1-201-299-6210 from foreign countries from any touch-tone telephone.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.