form8kitem502.htm
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): December 31, 2008
Community Bank System,
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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001-13695 |
16-1213679
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|
(State or other
jurisdiction
|
(Commission |
(IRS
Employer
|
|
of
incorporation)
|
File
Number) |
Identification
No.)
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| |
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|
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5790 Widewaters Parkway, DeWitt, New
York
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13214
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(Address of
principle executive offices)
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(Zip
Code)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On
December 31, 2008, William M. Dempsey retired as a member of Community Bank
System, Inc.’s (the “Company”) Board of Directors (the “Board”) in accordance
with the Company’s mandatory retirement policy for
directors. Pursuant to the Company’s Bylaws, a director is required
to retire from the Board on December 31st of the year in which he or she attains
the age of 70. Mr. Dempsey has been a member of the Board since 1984,
and his retirement is not the result of any disagreement with the
Company.
(d) As
previously reported by the Company on a Form 8-K filed with the Securities and
Exchange Commission on November 24, 2008, the Company increased the size of the
Company’s Board and appointed, effective as of January 1, 2009, James W. Gibson,
Jr., CPA and James A. Wilson, CPA, CFE to the Company’s
Board. Messrs. Gibson and Wilson have been appointed by the Board to
serve on the Board’s Audit/Compliance/Risk Management Committee. For
additional details regarding the new directors, please refer to the Form 8-K
filed on November 24, 2008.
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.
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Community
Bank System, Inc.
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By:/s/ Mark E.
Tryniski |
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Name:
Mark E. Tryniski |
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Title:
President and Chief Executive Officer |
Dated: January
7, 2009