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): December 18, 2019

CHEMUNG FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

One Chemung Canal Plaza, Elmira, NY 14901

(Address of principal executive offices) (Zip Code)

(607) 737-3711

(Registrant’s telephone number, including area code)

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

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. [ ]

(e) On December 18, 2019, Chemung Canal Trust Company (the “Bank”), the wholly-owned subsidiary of Chemung Financial Corporation (the “Company”), entered into amended and restated change of control agreements with each of (1) Karl F. Krebs, Executive Vice President, Chief Financial Officer and Treasurer of the Bank; (2) Daniel Fariello, President, Capital Bank Division; (3) Karen R. Makowski, Executive Vice President and Chief Risk Officer of the Bank; and (4) Thomas W. Wirth, Executive Vice President of the Bank (collectively, the “Executive Officers”). The agreements supersede and replace the prior change in control agreements with each of the Executive Officers. The only change to the terms of the agreements was to provide that the Executive Officers will be entitled to the benefits under the agreements if a qualifying termination occurs within twelve (12) months (instead of twenty-four (24) months) following a change of control, as defined in the agreements.

The foregoing description does not purport to be complete and it is qualified in its entirety to reference to the change in control agreements that are attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4 of this Current Report on Form 8-K, and are incorporated by reference.

(d) Exhibits

Exhibit No.

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