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 18, 2011 (May 17, 2011)

 


CODORUS VALLEY BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Pennsylvania

0-15536

23-2428543

(State or other jurisdiction of
of incorporation)

(Commission File Number)

(IRS Employer
Number)

 

 

 

105 Leader Heights Road
P.O. Box 2887
York, Pennsylvania

17405-2887

(Address of principal executive offices)

(Zip code)

 

717-747-1519

(Registrant’s telephone number including area code)

 

N/A

(Former name or 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 Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under 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))

 



 

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CODORUS VALLEY BANCORP, INC.

FORM 8-K

 

Item 5.07   Submission of Matters to a Vote of Security Holders

 

On May 17, 2011, the Company held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”).  A total of 4,142,850 shares of the Company’s common stock were entitled to vote as of March 1, 2011, the record date for the Annual Meeting and 3,338,081 shares were represented at the Annual Meeting.  The Board of Directors submitted the following proposals to a vote of shareholders and the results of the voting on each proposal are presented below.

 

Proposal 1 – Election of three Class C directors, each to serve for a three-year term

 

Director

 

Votes For

 

Votes Withheld

 

Broker Non-Vote

D. Reed Anderson

 

2,610,284

 

170,317

 

557,480

MacGregor S. Jones

 

2,616,226

 

164,375

 

557,480

Larry J. Miller

 

2,610,786

 

169,815

 

557,480

 

Proposal 2 – Approve an advisory (non-binding) proposal concerning the Company’s executive compensation program

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Vote

2,211,434

 

203,469

 

365,698

 

557,480

 

Proposal 3 – Ratify the appointment of ParenteBeard LLC as Codorus Valley Bancorp, Inc’s Independent Auditor for the fiscal year ending December 31, 2011

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Vote

3,187,946

 

101,324

 

48,811

 

0

 

 

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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.

 

 

Codorus Valley Bancorp, Inc.
(Registrant)

 

 

 

 

Date: May 18, 2011

 

/s/ Larry J. Miller

 

Larry J. Miller
President and Chief
Executive Officer
(Principal Executive Officer)

 

 

 

 

 

 

 

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