COMMUNITY FINANCIAL SYSTEM, INC.
For the period ended May 15, 2024. Filed Mar 29, 2024.
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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.
May 15, 2024 · Filed Mar 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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| ☐ | Fee paid previously with preliminary materials. |
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5790 Widewaters Parkway
DeWitt, New York 13214-1883
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| | | March 29, 2024 |
Dear Shareholders:
The Annual Meeting of the Shareholders of Community Bank System, Inc. (the “Company”) will be held at the Marriott Syracuse Downtown, Persian Terrace, 100 E. Onondaga Street, Syracuse, New York 13202 on Wednesday, May 15, 2024 at 12:00 p.m. Eastern Daylight Time.
Whether or not you plan to attend the Meeting, the Board of Directors strongly encourages you to review the enclosed information and vote your shares. Your vote is important.
2023 PERFORMANCE HIGHLIGHTS:
In 2023, the Company continued to rely upon and enhance the strong foundational elements of its business. Rapidly changing market conditions, high inflation, a few high-profile bank failures and geopolitical conflicts posed significant challenges for banks and the broader financial services industry.
Despite these challenges, in 2023 the Company:
| • | Continued to maintain robust regulatory capital ratios; |
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| • | Took meaningful steps to further enhance the Company’s strong liquidity profile; |
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| • | Increased loans outstanding by over 10%; |
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| • | Continued to maintain strong asset quality, recording only 6 basis points in loan net charge-offs for the full-year; |
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| • | Leveraged the strength of its core deposit base, driving a $16.7 million, or 4.0%, increase in net interest income, while improving the fully tax-equivalent net interest margin 22 basis points year over year; |
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| • | Increased revenues in all three of its nonbanking financial services businesses, employee benefit services, insurance services and wealth management services; |
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| • | Increased the cash dividend to our Shareholders by 2.3% in the third quarter, marking the 31st consecutive year of dividend increases. The Company’s unbroken streak places it in a very select group, and signifies the Company’s commitment to robust Shareholder returns; and |
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| • | Named the 6th Most Trustworthy Company in America by Newsweek Magazine and recognized by Forbes Magazine as one of America’s Best Banks and one of the World’s Best Banks. |
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CORPORATE AND GOVERNANCE DEVELOPMENTS:
| • | On December 31, 2023, Mark E. Tryniski retired as the Company’s President and Chief Executive Officer. The Board and the Shareholders wish to thank Mark for his devotion and service for the last 21 years. Under his leadership, the Company has grown from a community bank with $4.2 billion in total assets to a comprehensive financial services company with over $15.6 billion in total assets as of December 31, 2023. We appreciate Mark’s service and wish him the best after he steps down from the Board of Directors at this year’s Annual Shareholders Meeting. |
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| • | On January 1, 2024, Dimitar A. Karaivanov was appointed as the new President and Chief Executive Officer of the Company and Community Bank, N.A. (the “Bank”) and became a Director of the Company and Bank. He is prepared to lead the Company through the challenging times we are experiencing with the goal of delivering above average returns with below average risks. The Board of Directors looks forward to working with Dimitar and growing the Company with the same disciplined approach that has served us to date. |
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Together with our Board of Directors, we wish to thank our Shareholders for your continued interest and support. The Board remains committed to serving your interests and focused on long-term value creation for all Shareholders.
Sincerely,
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| Eric E. StickelsChair of the Board | | | Dimitar A. KaraivanovPresident and Chief Executive Officer |
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| | | 5790 Widewaters Parkway DeWitt, New York 13214-1883 |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Community Bank System, Inc.:
Community Bank System, Inc., a Delaware corporation (the “Company”), will hold its annual meeting of Shareholders at Marriott Syracuse Downtown, Persian Terrace, 100 E. Onondaga Street, Syracuse, NY 13202, on Wednesday, May 15, 2024 at 12:00 p.m. Eastern Daylight Time for the following purposes:
| 1. | To elect 12 of the current Directors for a one (1) year term and until their successors are elected and qualified; |
| 2. | To hold an advisory vote on executive compensation; |
| 3. | To approve the Community Bank System, Inc. 2022 Long-Term Incentive Plan, as amended; |
| 4. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024; and |
| 5. | To transact any other business which may properly come before the Meeting or any adjournment thereof. |
The Shareholders of record at the close of business on March 22, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 15, 2024. The Company uses the “notice and access” delivery method which allows the Company to furnish proxy materials (the Proxy Statement, Form 10-K, and Annual Report) electronically via the Internet.
| • | If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically requested them. |
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| • | The Notice of Internet Availability of Proxy Materials contains instructions on how you can access the proxy materials on the Internet, as well as instructions on obtaining a paper copy of the proxy materials. |
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Whether or not you plan to attend the Annual Meeting, please submit your proxy promptly so that your shares will be voted as you desire.
By Order of the Board of Directors
Danielle M. Cima
Secretary
March 29, 2024
IMPORTANT NOTICE
The Company urges you to please vote your shares now whether or not you plan to attend the Meeting. Voting by the Internet or telephone is fast and convenient. If you request to receive a paper copy of the proxy materials, you may also vote by completing, signing, dating and returning the accompanying proxy card in the return envelope furnished for that purpose. If you hold your shares through an account with a broker, bank or other holder of record, please follow the instructions you receive from them to vote your shares. Please vote your shares so your vote can be counted.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.