Form 8-K CHEMUNG FINANCIAL CORP For: May 09
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UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 10, 2019 (May 9, 2019)
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 0-13888 | 16-1237038 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
One Chemung Canal Plaza, Elmira, NY 14901
(Address of principal executive offices) (Zip Code)
(607) 737-3711
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.16e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Common stock, par value $0.01 per share | CHMG | Nasdaq Global Select Market | ||
| (Title of each class) | (Trading symbol) | (Name of exchange on which registered |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting of Shareholders of Chemung Financial Corporation (“the Corporation”), held on May 9, 2019, shareholders voted on three proposals. The Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2019 describes each proposal in detail. Each of the three proposals and vote counts are included below.
Proposal 1: Election of Directors.
| a. | The election of five directors for a term of three years expiring in 2022. |
|
Nominees |
Votes For |
Votes Withheld |
Broker Non-Votes |
| Ronald M. Bentley | 3,234,930 | 178,309 | 818,384 |
| David M. Buicko | 3,327,201 | 86,037 | 818,384 |
| Robert H. Dalrymple | 3,274,938 | 138,300 | 818,384 |
| Jeffrey B. Streeter | 3,329,489 | 83,749 | 818,384 |
| Richard W. Swan | 3,272,834 | 140,404 | 818,384 |
Nominees Bentley, Buicko, Dalrymple, Streeter and Swan were elected.
| b. | The election of one director for a term of one year expiring in 2020. |
|
Nominees |
Votes For |
Votes Withheld |
Broker Non-Votes |
| Larry H. Becker | 3,310,995 | 102,244 | 818,384 |
Nominee Becker was elected.
Proposal 2: To approve, on a non-binding, advisory basis, the compensation of the Named Executive Officers of the Corporation and the Bank (“Say-On-Pay”).
| Say-on-Pay | |||
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 3,219,280 | 151,145 | 42,814 | 818,384 |
The Corporation’s and Bank’s Named Executive Officers’ compensation was approved.
Proposal 3: Ratification of the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
| Votes For | Votes Against | Votes Abstained | |
| 4,196,668 | 20,281 | 14,673 |
The appointment of Crowe LLP was ratified.
| Item 7.01 | Regulation FD Disclosure |
On May 9, 2019, Chemung Financial Corporation held its Annual Meeting of shareholders. Anders M. Tomson, President and Chief Executive Officer, made a presentation at the Annual Meeting, which included slides containing financial and other information. A copy of the presentation is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| CHEMUNG FINANCIAL CORPORATION | ||
| May 10, 2019 | By: | /s/ Karl F. Krebs |
| Karl F. Krebs | ||
| Chief Financial Officer and Treasurer | ||
Exhibit 99.1
Annual Shareholders Meeting Thursday, May 9, 2019
Forward - looking Statements This discussion contains forward - looking statements within the meaning of Section 27 A of the Securities Act, Section 21 E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995 . The Corporation intends its forward - looking statements to be covered by the safe harbor provisions for forward - looking statements in these sections . All statements regarding the Corporation’s expected financial position and operating results, the Corporation’s business strategy, the Corporation’s financial plans, forecasted demographic and economic trends relating to the Corporation’s industry and similar matters are forward - looking statements . These statements can sometimes be identified by the Corporation’s use of forward - looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend . ” The Corporation cannot promise that its expectations in such forward - looking statements will turn out to be correct . The Corporation’s actual results could be materially different from expectations because of various factors, including changes in economic conditions or interest rates, credit risk, difficulties in managing the Corporation’s growth, competition, changes in law or the regulatory environment, including the Dodd - Frank Act, and changes in general business and economic trends . Information concerning these and other factors can be found in the Corporation’s periodic filings with the Securities Exchange Commission (“SEC”), including 2018 Annual Report on Form 10 - K . These filings are available publicly on the SEC’s website at www . sec . gov, on the Corporation’s website at www . chemungcanal . com, or upon request from the Corporate Secretary at ( 607 ) 737 - 3746 . Except as otherwise required by law, the Corporation undertakes no obligation to publicly update or revise its forward - looking statements, whether as a result of new information, future events, or otherwise .
Board of Directors David J. Dalrymple Anders M. Tomson Larry H. Becker
Board of Directors Bruce W. Boyea Ronald M. Bentley David M. Buicko
Board of Directors Stephen M. Lounsberry III Robert H. Dalrymple Denise V. Gonick
Board of Directors Richard W. Swan G. Thomas Tranter Jr. Jeffrey B. Streeter
Board of Directors Kevin B. Tully Thomas R. Tyrrell
Thank you, Clover! Clover M. Drinkwater
Executive Management Anders Tomson , President & CEO
Executive Management Pam Burns Senior Vice President Human Resources Dale Cole Executive Vice President Chief Information Officer Lou DiFabio Executive Vice President Business Client Services
Executive Management Karl Krebs Executive Vice President Chief Financial Officer Kim Hazelton Executive Vice President Retail Client Services Dan Fariello President Capital Bank
Executive Management Duane Mittan Vice President Chief Auditor Kathy McKillip Assistant Vice President Corporate Secretary Karen Makowski Executive Vice President Chief Risk Officer
Executive Management Tom Wirth Executive Vice President Wealth Management Group Mike Wayne Senior Vice President Director of Marketing
Annual Shareholders Meeting Thursday, May 9, 2019
Anders Tomson , President & CEO
2018 Key Metric Results • Record Earnings • Asset Quality • Growth of Capital • Increased Liquidity
Year Ending: 12/31/2018 Total Assets $1.8 billion Total Loans $1.3 billion Total Deposits $1.6 billion Total Shareholders ’ Equity $165 million
2018 Financial Results RECORD EARNINGS NET INCOME: $19.6 million EPS: $4.06 Year Ending: 12/31/2018
1.14% 12.76% Year Ending: 12/31/2018 Return on Average Assets Return on Average Equity
Tangible Book Value 11.8% Year Ending: 12/31/2018 $29.22
Year - end Stock Price 14.1% $41.31 12/31/2018 $48.10 12/31/2017
Dividends Declared $5.0 million $1.04 per share Year Ending: 12/31/2018
Balance Sheet Growth
Consumer & Residential Mortgage $7,000 $460,000 12/31/2017 $467,000 12/31/2018 In Thousands Average Balances 1.5%
Commercial Loan Portfolio 7.7% $853,000 12/31/2018 $792,000 12/31/2017 Average Balances $61,000 In Thousands
810,000,000 820,000,000 830,000,000 840,000,000 850,000,000 860,000,000 870,000,000 880,000,000 890,000,000 900,000,000 Commercial Loan Balances $843,000,000 $864,000,000 12/31/2017 12/31/2018
Non - Performing Assets 33.4% $12,828 12/31/2018 $19,264 12/31/2017 In Thousands
Total Deposits: $ 101.8 million 6.9% Deposit Growth Year Ending: 12/31/2018
Interest Rates
Graphic: FACTSET
Cost of Funds CCTC 0.26% Peer Group 0.73% CCTC 0.20% Peer Group 0.52% Year Ending: 12/31/2017 Year Ending: 12/31/2018
Net Interest Margin 3.10% 3.20% 3.30% 3.40% 3.50% 3.60% 3.70% 3.80% 2014 2015 2016 2017 2018 3.59% 3.46% 3.37% 3.56% 3.72%
Non - Interest Income 12.6% $23,074 12/31/2018 $20,491 12/31/2017 In Thousands
Wealth Management Group $1.8 billion Assets Under Management & Administration Year Ending: 12/31/2018
Operating Costs 5.6% $56.8 million 12/31/2018 $53.8 million 12/31/2017
Efficiency Ratio 78.75 76.18 74.43 66.6 0 67.22 60 62 64 66 68 70 72 74 76 78 80 2014 2015 2016 2017 2018 Efficiency Ratio Adjusted
Full - Time Employees 355 360 365 370 375 380 385 390 395 2014 2015 2016 2017 2018 Year Ending 393 377 368 371 374
Income Tax Expense 44.8% $4,009 12/31/2018 $7,262 12/31/2017 In Thousands
Continuing Our 3 - Year Information Technology Strategic Plan ▪ Focus on our Digital Future ▪ Align Technology and the Business Functions ▪ Focus on Risk Management ▪ Drive Reliable Technology Outcomes ▪ Robotic Process Automation
Expanding Our Digital Services
Industry “Banking Channel” Usage 2015 - 2019 Graphic: FIS Global PACE Survey
Contact Center • Manages approximately 95,000 calls per year • Client Assistance: • Balances • Transfers • Card users • Digital support • Creating opportunities for: • Cross selling to clients • Outbound calling to clients or prospects
eBanking Users • Web Banking: 30,216 • Mobile App: 17,900 • Mobile Deposit: 2,749 Year Ending: 12/31/2018
2018 Website Users • Unique Visitors: 556,569 • Sessions: 2,126,870 • Pageviews: 5,503,247 Year Ending: 12/31/2018 Includes both Chemung Canal and Capital Bank Websites.
Distribution Strategy Open in 2018 Consolidated in Q1 2019
Small Business Is Big Business Graphic: US Small Business Administration Office of Advocacy 2018 Small Business Profile
Downtown Revitalization Initiatives Update Parts of our footprint awarded f unding: • Albany • Auburn • Cortland • Elmira • Owego • Watkins Glen Auburn Mayor Michael Quill speaks about $10 million Downtown Revitalization Competition. Auburnpub.com Governor Cuomo awards Watkins Glen $10 million for revitalization projects. Governor.ny.gov
Downtown Revitalization Initiatives Update In Chemung County: • 100 W. Water St. • LECOM • LIBERTAD Project • South Main St. Redevelopment Project • Maple Avenue Apartments 100 West Water Apartments Photo: Park Grove Realty, LLC
Thank you, Tom! G. Thomas Tranter, Jr.
Supporting our Community
Market Challenges & Uncertainties • Flat Yield Curve • Margin Compression • Competition for Liquidity • Unpredictable Economic Growth
Congratulations Retirees! Dave Wakeman Resource Recovery 31 years of service Barb Jenkins Real Estate Lending 28 years of service Joyce Desarno Montour Falls 29 years of service Libby Courtright Regulatory Risk 25 years of service
Congratulations Retirees! Julie Conover Account Services 23 years of service Toni Parker Real Estate Lending 23 years of service Nancy Schierloh Finance Division 23 years of service Patricia Dunn Resource Recovery 22 years of service
Congratulations Retirees! Lewann Neifert Real Estate Lending 18 years of service Michael Crimmins Support Services Group 11 years of service Robert Pichette Commercial Loans 14 years of service
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