Chemung Financial Corporation (CHMG) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Chemung Financial Corporation Annual Meeting of Shareholders. Please note that this meeting is being recorded. Questions may be submitted via the message icon at the top left of the screen, typing your message and then clicking the send icon to the right of the message box. Please note that in the interest of all shareholders, we will only address those questions that are pertinent to the business of the meeting. If there are questions outside of the context of the meeting, please provide your e-mail address, and we will do our best to respond to you within 24 hours. If you are attending today's meeting and wish to view the uploaded annual meeting documents, please click on the document icon at the top of the left side of your screen, and then click on the document name to view. It is now my pleasure to turn the meeting over to our Chairman, Mr. David Dalrymple.

Thank you, Scott. And again, welcome to the 192nd Annual Stockholders' Meeting of Chemung Canal Trust Company and the 40th of Chemung Financial Corporation. I'm Dave Dalrymple, Chairman of the Board of Directors, and thank you again for joining us today. I'll now turn the meeting over to Anders Tomson, President and CEO of the bank and the corporation.

Thank you, Dave. I would like to welcome everyone attending today's meeting to the first virtual Annual Meeting of the Corporation. I'm very proud of our 2024 results, which have been included with today's annual meeting documents. I look forward to our continued engagement in 2025 and beyond. This afternoon, we will report on the formal business matters upon which shareholder action is required. We appreciate your investment in and support of our company. If you are a registered shareholder and have already voted your shares, no action is required at this time. If you are a registered shareholder and have not yet voted or would like to change your vote, you may do so by clicking the proxy voting site link on the left-hand side of the screen. The official parties for today's meeting are proxies, Tom Whitaker and Jacob Aquilio; Inspectors of Election, Catherine Rein and Monica Ridosh; SEC Council Ben Azoff, Luse Gorman; external auditors, Tyler Pheanis, Crowe LLP; and Jen Gandolfi, Crowe LLP. Corporate Secretary is Kathleen McKillip; Assistant Corporate Secretary, Kathleen Cook. Senior Vice President, Director of Marketing and our moderator today is Scott Heffner. The principal business of this Annual Meeting of Shareholders is to elect 4 directors for a term of 3 years each; to approve on a nonbinding advisory basis the compensation of the named executive officers, also referred to as Say-On-Pay; to approve the Chemung Financial Corporation 2025 equity incentive plan; and to ratify the appointment of Crowe LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board of Directors set April 7, 2025, as the date of record for this meeting. Pursuant to the bylaws, the Board of Directors has appointed Monica L. Ridosh and Catherine S. Rein as Inspectors of Elections. The oath of inspectors has been executed by the inspectors and received by the Secretary. Therefore, I direct the oath of inspectors be affixed to the minutes of this meeting. At this time, I would ask the Corporate Secretary of Chemung Financial Corporation, Kathleen S. McKillip, present the affidavit of mailings of the notice of availability and to report on the existence of a quorum for the meeting.

I present the affidavit of mailing, which states with the notice of availability was mailed April 23, 2025, to shareholders of record as of April 7, 2025, the record date for shareholders entitled to notice of this meeting. In addition, a list of holders of record of the company's common stock as of the close of business on April 7, 2025, is available upon request. I have been advised by the Inspectors of Election that at least a majority of the company's outstanding shares entitled to vote are represented by proxy at today's meeting. Since the majority of the company's shares are represented here today, a quorum is present, and the meeting is duly convened.

Thank you. We reported the Secretary on the existence of a quorum is accepted. I direct that the affidavit of mailing and a list of holders of record be filed with the records of this meeting. At this time, I'd like to remind you that if you are a shareholder of record and has not yet voted your shares, please vote your shares online as our polls will be closing soon. The first item of business is the election of 4 directors for a 3-year term. A plurality of votes cast is required to elect each director nominee. Four of the directors elected today will hold office until the 2028 Annual Meeting of Shareholders or until their successors are elected and qualified. As indicated in the company's proxy statement, the Board of Directors has nominated the following individuals for a 3-year term: Ronald M. Bentley; David M. Buicko; Robert B. Dalrymple; Jeffrey B. Streeter. The second item of business is to approve the compensation of the named executive officers, also known as the Say-On-Pay proposal. The third item of business is to approve the 2025 equity incentive plan proposal. The fourth item of business is the ratification of the appointment by the Board of Directors of Crowe LLP as the company's independent registered public accounting firm for the fiscal year 2025. Voting is now complete, and the polls are now closed. Thank you for casting your vote and investing in our company. We will now hear the inspector's report of voting results. Mrs. Rein.

With respect to Proposal 1, election of directors, each nominee received at least the plurality of the votes cast.

Therefore, each nominee named to the proxy statement has been elected.

With respect to Proposal 2, the approval of the compensation of the named executive officer's proposal; Proposal 3, the approval of the 2025 equity incentive plan; and Proposal 4, the ratification of the appointment of Crowe LLP as the company's independent registered public accounting firm for 2025, all proposals noted have received a majority of the votes cast.

Therefore, Proposals 2, 3 and 4 have all been approved. Have we received any questions to Mr. Heffner?

No questions have been posed at this time.

With no questions presented at this time, the business portion of this meeting is now concluded. On behalf of the Board of Directors, the executive management team and the staff, thank you for your continued investment and confidence in our company. The annual meeting of shareholders is now adjourned.