COMMUNITY FINANCIAL SYSTEM, INC.
For the period ended May 21, 2025. Filed Mar 28, 2025.
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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 21, 2025 · Filed Mar 28, 2025
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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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Filed by a Party other than the Registrant ☐
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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
Dear Shareholders:
The Annual Meeting of the Shareholders of Community Financial System, Inc. (the “Company”) will be held virtually on Wednesday, May 21, 2025 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.
2024 PERFORMANCE HIGHLIGHTS:
In 2024, the Company continued to build upon the strong foundational elements of its business in support of its investment thesis of producing above average returns with below average risk. During 2024, the Company continued to deploy capital in all four of its business lines (banking, employee benefit services, insurance services, and wealth management services), which not only produced record revenues for the Company as a whole, but also record revenues in each business.
In 2024, the Company:
| • | Produced year-over-year increases in diluted GAAP earnings per share, diluted operating earnings per share and operating pre-tax, pre-provision net revenue per share; |
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| • | Increased total operating revenues by $41.3 million or 5.9%; |
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| • | 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 7.5%; |
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| • | Continued to maintain solid asset quality, recording only 10 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 year-over-year increase in net interest income for the eighteenth consecutive year; |
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| • | Increased the cash dividend to our Shareholders by 2.2% in the third quarter, marking the 32nd 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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| • | 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 May 15, 2024, the Company introduced its new name, Community Financial System, Inc. to reflect its broader business model and mission in contributing to the prosperity of its community, including its clients, colleagues and Shareholders by providing comprehensive financial services. |
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| • | In October 2024, the Board of Directors added Savneet Singh, the Chief Executive Officer and President of PAR Technology Corporation (NYSE: PAR), to the Board in order to expand its diversity of ideas and skills, including additional public company, fintech, venture capitalism, entrepreneurship, digital technology, and mergers and acquisition experience. The Board has been disciplined in its approach to expand the Board’s skills by adding five new Directors over the past six years. |
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Together with our Board, we wish to thank our Shareholders for your continued interest and support. We remain committed to serving your interests and focused on long-term value creation for all Shareholders.
Sincerely,
| Eric E. StickelsChair of the Board | Dimitar A. KaraivanovPresident and Chief Executive Officer |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Community Financial System, Inc.:
Community Financial System, Inc., a Delaware corporation (the “Company”), will hold its annual meeting of Shareholders virtually on Wednesday, May 21, 2025 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 ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025; and |
| 4. | 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 24, 2025 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 21, 2025. 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 virtually, 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 28, 2025
IMPORTANT NOTICE
The Company urges you to please vote your shares now whether or not you plan to attend the Meeting virtually. 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.
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