CHEMUNG FINANCIAL CORP 8-K

What Happened

• CHEMUNG FINANCIAL CORP filed Form 8-K on June 2, 2026 reporting results from its Annual Meeting of Shareholders held that day. Shareholders elected four directors to three-year terms and voted on executive compensation and auditor ratification.
• Directors elected: Richard E. Forrestel Jr. (3,222,817 for; 68,126 withheld), Stephen M. Lounsberry III (2,918,389 for; 372,554 withheld), Anders M. Tomson (3,266,034 for; 24,909 withheld), and G. Thomas Tranter Jr. (3,195,518 for; 95,425 withheld). Each result also showed 1,205,465 broker non-votes.
• The advisory vote on Named Executive Officers’ compensation (“Say-on-Pay”) was approved (3,150,781 for; 122,780 against; 17,382 abstained; 1,205,465 broker non-votes). The appointment of Crowe LLP as independent registered public accounting firm for 2026 was ratified (4,452,309 for; 42,148 against; 1,951 abstained).

Key Details

• Meeting date: June 2, 2026 (Annual Meeting of Shareholders).
• Directors elected to three-year terms: Forrestel Jr., Lounsberry III, Tomson, Tranter Jr.
• Say-on-Pay vote: 3,150,781 for; 122,780 against; 17,382 abstained; 1,205,465 broker non-votes.
• Auditor ratification: Crowe LLP ratified with 4,452,309 votes for.

Why It Matters

• Governance: Election of the four directors signals board continuity and leadership choices that will influence strategy and oversight.
• Executive pay: Approval of the advisory say-on-pay vote indicates shareholder support for current executive compensation practices, reducing the likelihood of immediate compensation-related governance changes.
• Audit continuity: Ratifying Crowe LLP maintains the company’s external audit relationship for 2026, which matters for financial reporting and investor confidence.