UNITED STATES
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 28, 2013
CORTLAND BANCORP
(Exact name of registrant as specified in its charter)
| Ohio | 0-13814 | 34-1451118 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
194 West Main Street, Cortland, Ohio 44410
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (330) 637-8040
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ¨ | 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 240.13e-4(c)) |
Section 5 – Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | On May 28, 2013, Cortland Bancorp held its 2013 Annual Meeting of Shareholders (the “Annual Meeting”). |
| (b) | The first issue voted upon at the Annual Meeting was the election of directors for a three year term to expire at the 2016 Annual Meeting of Shareholders. The following votes were cast: |
| Number of Votes | ||||||||||||
| For | Withheld | Broker Non-Votes | ||||||||||
| James M. Gasior |
2,433,238 | 87,374 | 831,645 | |||||||||
| Richard B. Thompson |
2,436,587 | 84,025 | 831,645 | |||||||||
| Joseph P. Langhenry |
2,409,567 | 111,045 | 831,645 | |||||||||
| (c) | The second issue was to approve, on an advisory basis, the executive compensation of Cortland’s named executive officers as described in this proxy statement. |
| Number of Votes | ||||||
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 2,304,615 |
196,694 | 19,301 | 831,646 | |||
| (d) | The third issue was to vote, on an advisory basis, how often Cortland will conduct an advisory vote on executive compensation. |
| Number of Votes | ||||||||
| One |
Two |
Three |
Abstain |
Broker Non-Votes | ||||
| 1,875,380 |
115,783 | 375,782 | 94,197 | 891,114 | ||||
| (e) | The appointment of S.R. Snodgrass, A.C. as Cortland’s independent auditor for the fiscal year ending December 31, 2012 was ratified. |
| Number of Votes | ||||||
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 3,287,697 |
29,981 | 34,579 | 0 | |||
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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 thereunto duly authorized.
| CORTLAND BANCORP | ||
| By: | /s/ James M. Gasior | |
| James M. Gasior, President and CEO | ||
Date: May 29, 2013
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