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 17, 2018 (May 16, 2018)

 

 

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. [  ]

 

 

ITEM 5.03AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

 

On May 16, 2018, the Board of Directors of Chemung Financial Corporation approved an amendment to Article III, Section 3 of the Amended and Restated Bylaws of Chemung Financial Corporation decreasing the number of board members from sixteen (16) to fifteen (15).

 

 

ITEM 8.01Other Events

 

On May 17, 2018, Chemung Financial Corporation (Nasdaq: CHMG) issued a press release announcing the declaration of a cash dividend of $0.26 per share, payable July 2, 2018, to common stock shareholders of record as of the close of business on June 18, 2018.

 

A copy of the press release is attached as Exhibit 99.1 to this report and is being furnished to the Securities and Exchange Commission and shall not be deemed filed for any purpose.

 

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

 

(d)       Exhibits

 

Exhibit No.

 

3.1Amended and Restated Bylaws of Chemung Financial Corporation, as amended to May 16, 2018.

 

99.1Press Release of Chemung Financial Corporation dated May 17, 2018.

 

 

 

 

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 17, 2018   By:  /s/ Karl F. Krebs
    Karl F. Krebs
    Chief Financial Officer and Treasurer