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): June 16, 2016



EMBASSY BANCORP, INC.

(Exact name of registrant as specified in its charter)





Registrant’s telephone number, including area code: (610) 882-8800



Not Applicable

(Former name or former address, if changed since last report)







Item 5.07.Submission of Matters to Vote of Security  Holders.

The 2016 annual meeting of the shareholders of Embassy Bancorp, Inc. (the “Company”) was held on June 16, 2016.  Notice of the meeting was mailed to shareholders of record on or about May 6, 2016, together with proxy solicitation materials prepared in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

The annual meeting was held (a) to elect four (4) Class 3 Directors to serve for a 3-year term and until their successors are elected and qualified; (b) to approve an amendment to the Company’s Articles of Incorporation to eliminate cumulative voting in the election of Directors; (c) to approve an advisory, non-binding resolution regarding executive compensation; (d) to approve the Embassy Bancorp, Inc. Employee Stock Purchase Plan and (e) to ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.  

There was no solicitation in opposition to the nominees of the Board of Directors for election to the Board of Directors and all such nominees were elected. The number of votes cast for or withheld, as well as the number of broker non-votes, for each of the nominees for election to the Board of Directors as Class 3 Directors, was as follows:





Messrs. Lesavoy, Lobach, Pittman and Yurconic were elected.





The proposal to approve and adopt an amendment to the Company’s Articles of Incorporation to add a new Article THIRTEENTH eliminating the right of shareholders to vote cumulatively in the elections of Directors was approved by a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions and broker non-votes on this proposal, was as follows:





The proposal to approve, the non-binding, advisory resolution approving the compensation paid to the Company’s Named Executive Officers was approved by a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions and broker non-votes on this proposal, was as follows:







The proposal to approve, the Embassy Bancorp, Inc. Employee Stock Purchase Plan was approved by a majority of the votes cast on the matter.    The number of votes cast for and against, as well as the number of abstentions and broker non-votes on this proposal, was as follows:





The proposal to ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016 was approved by a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions and broker non-votes on this proposal, was as follows:



SIGNATURE



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.