Community Financial System (NYSE: CBU) shareholders back board, pay and PwC in 2026 votes

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Community Financial System, Inc. reported the results of its virtual Annual Shareholders Meeting held on May 20, 2026. Shareholders elected 12 directors to one-year terms, with each nominee receiving approximately 38.7 million to 40.3 million votes in favor and over 5.0 million broker non-votes.

Shareholders also approved, on a non-binding advisory basis, the Company’s executive compensation programs, with 39,052,791 votes for, 1,367,203 against, and 197,287 abstentions, plus 5,090,737 broker non-votes. In addition, shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 45,216,738 votes for, 457,737 against, and 33,543 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 39,052,791 votes Say-on-pay votes against: 1,367,203 votes Auditor ratification votes for: 45,216,738 votes +3 more

6 metrics

Say-on-pay votes for 39,052,791 votes Advisory approval of executive compensation

Say-on-pay votes against 1,367,203 votes Advisory approval of executive compensation

Auditor ratification votes for 45,216,738 votes Ratification of PricewaterhouseCoopers LLP for 2026

Auditor ratification votes against 457,737 votes Ratification of PricewaterhouseCoopers LLP for 2026

Highest director support 40,299,084 votes Votes for director nominee Brenda M. Hall

Broker non-votes per director item 5,090,737 votes Director election proposals

Key Terms

non-binding advisory basis, broker non-votes, independent registered public accounting firm, Annual Shareholders Meeting, +1 more

5 terms

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the Company’s executive compensation programs"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-votes financial

"197,287 | 5,090,737 Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Shareholders Meeting financial

"held its Annual Shareholders Meeting virtually"

An annual shareholders meeting is a yearly gathering where owners of a company review its performance, hear presentations from management, ask questions, and vote on important items such as board members, executive pay, and dividend policies. Think of it as a company town hall where votes and discussions can change leadership, strategy or payouts—outcomes that can directly affect a stock’s future performance and an investor’s rights and returns.

emerging growth company financial

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/22/2026 - 05:00 PM

FAQ

What did Community Financial System, Inc. (CBU) shareholders approve at the 2026 annual meeting?

Shareholders elected 12 directors for one-year terms, approved the Company’s executive compensation on a non-binding advisory basis, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, based on the voting results disclosed.

How did Community Financial System, Inc. (CBU) shareholders vote on executive compensation?

Shareholders approved the Company’s executive compensation programs on an advisory basis, with 39,052,791 votes for, 1,367,203 against, 197,287 abstentions, and 5,090,737 broker non-votes, indicating broad support for the compensation approach described in the proxy materials for the annual meeting.

Which audit firm did Community Financial System, Inc. (CBU) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 45,216,738 votes for, 457,737 against, and 33,543 abstentions, demonstrating strong shareholder backing for the Company’s choice of external auditor.

Were all Community Financial System, Inc. (CBU) director nominees elected in 2026?

All 12 director nominees were elected to one-year terms. Each nominee received between 38,668,170 and 40,299,084 votes for, relatively small numbers of votes against and abstentions, and 5,090,737 broker non-votes recorded for each board candidate at the annual meeting.

How many votes supported the top Community Financial System, Inc. (CBU) director nominee?

Among the director nominees, Brenda M. Hall received 40,299,084 votes for, with 279,204 against, 38,993 abstentions, and 5,090,737 broker non-votes, reflecting substantial shareholder support for her election to the Company’s Board for a one-year term.

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 20, 2026

(Exact name of registrant as specified in its charter)

Delaware	001-13695	16-1213679
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

333 Butternut Drive, Syracuse, New York	13214
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (315) 445-2282

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:

¨	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value per share	CBU	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07

Submission of Matters to a Vote of Security Holders.

On May 20, 2026, Community Financial System, Inc. (the “Company”) held its Annual Shareholders Meeting virtually. At the Annual Meeting, the Company’s Shareholders (i) elected 12 Directors, each for a one-year term, (ii) approved on an advisory basis the Company’s executive compensation as set forth in the proxy statement, and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026.

1. The Company’s Shareholders elected 12 individuals to the Board to serve one-year terms, as set forth below:

Name of Director	Number of Votes
Name of Director	For	Against	Abstain	Broker Non-Votes
Mark J. Bolus	40,020,617	488,590	108,074	5,090,737
Neil E. Fesette	39,864,573	593,920	158,788	5,090,737
Brenda M. Hall	40,299,084	279,204	38,993	5,090,737
Dimitar A. Karaivanov	40,292,552	250,032	74,697	5,090,737
Jeffery J. Knauss	39,182,068	1,384,863	50,350	5,090,737
Kerrie D. MacPherson	39,110,529	1,457,481	49,271	5,090,737
John Parente	38,668,170	1,878,778	70,333	5,090,737
Raymond C. Pecor, III	39,163,485	1,407,958	45,838	5,090,737
Savneet Singh	40,220,651	318,640	77,990	5,090,737
Eric E. Stickels	39,092,718	1,481,480	43,083	5,090,737
Michele P. Sullivan	40,246,624	332,662	37,995	5,090,737
John A. Vaccaro	40,130,426	431,444	55,411	5,090,737

2. The Company’s Shareholders approved, on a non-binding advisory basis, the Company’s executive compensation programs, as described in the proxy statement, as set forth below:

For	Against	Abstain	Broker Non-Votes
39,052,791	1,367,203	197,287	5,090,737

3. The Company’s Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, as set forth below:

For	Against	Abstain
45,216,738	457,737	33,543

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.

	Community Financial System, Inc.



	By:	/s/ Michael N. Abdo
	Name: Michael N. Abdo
	Title: Executive Vice President and General Counsel

Dated: May 22, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents