SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CODORUS VALLEY BANCORP, INC.
|Item 5.07.||Submission of Matters to a Vote of Security Holders|
On May 18, 2021, the Corporation held its 2021 Annual Meeting. Notice of the meeting was mailed to shareholders of record on or about April 2, 2021, 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. As of the record date, there were a total of 9,839,991 shares of common stock outstanding and entitled to vote at the Annual Meeting, and 8,401,572 shares were represented at the Annual Meeting, in person or by proxy. The following proposals were voted on at the Annual Meeting.
Proposal 1 – Election of three Class A directors, each to serve for a term of three years
There was no solicitation in opposition to the nominees of the Board of Directors for election to the Board 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, was as follows:
|Director||Votes For||Votes Withheld||Broker Non-Vote|
|Brian D. Brunner||7,489,372||168,187||744,013|
|Jeffrey R. Hines, P.E.||6,776,266||881,293||744,013|
|J. Rodney Messick||7,581,952||75,607||744,013|
Proposal 2 – Approve an advisory, non-binding resolution regarding executive compensation.
The proposal to approve the compensation of the Corporation's named executive officers was approved by the required affirmative vote of a majority of the shares of common stock present at the meeting, in person or by proxy. 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:
|Votes For||Votes Against||Abstain||Broker Non-Vote|
Proposal 3 – Ratify the appointment of Crowe LLP as Codorus Valley Bancorp, Inc.'s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2021.
The proposal to ratify the appointment of Crowe LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2021 was approved by the affirmative vote of a majority of the shares present at the meeting, in person or by proxy. 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:
|Votes For||Votes Against||Abstain|
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.
|Codorus Valley Bancorp, Inc.|
|Date:||May 20, 2021||By: /s/ Larry J. Miller|
|Larry J. Miller,|
|Chairman, President and|
|Chief Executive Officer|
|(Principal Executive Officer)|