COMMUNITY BANK SYSTEM, INC. (Form: 8-K, Received: 04/29/2022 17:18:24)

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): April 28, 2022

(Exact name of registrant as specified in its charter)

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

5790 Widewaters Parkway, DeWitt, 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On April 28, 2022, Community Bank System, Inc. (the “Company”) and its wholly-owned subsidiary, Community Bank, N.A. (the “Bank”), announced that George J. Getman, Executive Vice President and General Counsel has decided to retire after more than 14 years of service with the Company. Mr. Getman will resign from his position as Executive Vice President and General Counsel of the Company and the Bank effective June 30, 2022, and remain employed as Senior Counsel through January 2, 2023 to assist in the transition of his responsibilities and perform other duties as assigned by the Company’s President and Chief Executive Officer.

Mr. Getman joined the Company’s executive team in 2008 as Executive Vice President and General Counsel. Prior to joining the Company, Mr. Getman served as outside counsel to the Company for more than 20 years. Over the course of his service as Executive Vice President and General Counsel, he played an instrumental role in supporting the Company’s growth and success and developing its internal legal function.

Michael N. Abdo, Senior Vice President and Senior Associate General Counsel will be assuming Mr. Getman’s duties and will be responsible for overseeing the Company’s legal function as Executive Vice President and General Counsel effective June 30, 2022. Mr. Abdo has more than 19 years of legal experience, having previously worked at the law firm of Cadwalader, Wickersham & Taft LLP prior to joining the Company in 2013 as Associate General Counsel. Mr. Abdo has served as Senior Vice President and Senior Associate General Counsel since 2020.

(e) In connection with the announcement of Mr. Getman’s retirement as Executive Vice President and General Counsel on April 28, 2022, the Company and Bank entered into an amendment to Mr. Getman’s Employment Agreement which expires on December 31, 2022. Under the revised terms, Mr. Getman will be available during the period from July 1, 2022 to January 2, 2023 to serve as Senior Counsel to assist in the transition of his responsibilities to Mr. Abdo and other members of the Company’s management and legal team. Mr. Getman will also be available to perform other duties as may from time to time be assigned to him by the Company’s President and CEO or authorized designee of the Board of Directors.

In accordance with the terms of his Employment Agreement, as amended, Mr. Getman’s annualized base salary will be reduced to $230,000 and he will be eligible for his continued benefits and incentive compensation through his separation as currently provided in his Employment Agreement.

The foregoing description of the amendment to Mr. Getman’s Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Amendment to the Employment Agreement, attached hereto as Exhibit 10.1, and incorporated by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

10.1

Amendment to Employment Agreement, dated April 28, 2022, by and among Community Bank System, Inc., Community Bank, N.A. and George J. Getman.

104

Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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 Bank System, Inc.

	By:	/s/ Joseph E. Sutaris
	Name:	Joseph E. Sutaris
	Title:	Executive Vice President and Chief Financial Officer

Dated: April 29, 2022

Exhibit Index

Exhibit No.		Description

10.1		Amendment to Employment Agreement, dated April 28, 2022, by and among Community Bank System, Inc., Community Bank, N.A. and George J. Getman.

104		Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This sets forth the terms of an Amendment to the January 1, 2020 Employment Agreement between (i) COMMUNITY BANK SYSTEM, INC., a Delaware corporation and registered bank holding company (“CBSI”), and COMMUNITY BANK, N.A., a national banking association (“CBNA”), both having offices located in Dewitt, New York (collectively, the “Employer”), and (ii) GEORGE J. GETMAN, an individual currently residing at Manlius, New York (“Employee”). This Amendment is effective as of April 28, 2022.

RECITALS

Pursuant to the terms of the January 1, 2020 Employment Agreement between Employee and Employer (“Employment Agreement”), Employee is currently employed as Executive Vice President and General Counsel for CBSI and CBNA.

Employee has indicated to Employer that Employee would like to retire on December 31, 2022, which is the date on which the term of the Employment Agreement is scheduled to expire.

Employee and Employer, desirous of ensuring an orderly transition of Employee’s employment duties and responsibilities prior to Employee’s retirement, hereby mutually agree as follows:

TERMS

1. Voluntary Resignation. Employee will voluntarily resign from his position as Executive Vice President and General Counsel for CBSI and CBNA, effective as of June 30, 2022, in connection with effectuating a smooth transition of the General Counsel role.

2. Transition Duties. During the period July 1, 2022 through January 2, 2023, Employee shall serve as Employer’s Senior Counsel and, in lieu of the duties and responsibilities described in Paragraph 2 of the Employment Agreement, Employee shall be assigned and perform such transition, succession and other duties as may from time to time be reasonably assigned to Employee by Employer’s President and Chief Executive Officer, or the authorized designee of Employer’s Board of Directors. By way of example and not limitation, Employee agrees to provide reasonably requested guidance and direction to appropriate Employer personnel to ensure an orderly transition of Employee’s employment duties and responsibilities. Employee shall continue to report to the President and Chief Executive Officer of Employer.

3. Base Salary. From the date of this Agreement through June 30, 2022, Employer shall continue to pay Employee base salary at the rate in effect on the date of this Agreement. During the period July 1, 2022 through January 2, 2023, Employer shall pay Employee a base salary at the annualized rate of $230,000. Base salary will be paid in accordance with Employer's regular payroll practices for executive employees.

4. Voluntary Retirement. Employee’s voluntary retirement will be effective as of January 2, 2023.

5. Management Incentive Plan. For purposes of determining Employee’s benefit that may become payable pursuant to Employer’s Management Incentive Plan for calendar year 2022, Employer will assume that Employee’s base salary for all of 2022 was Employee’s annual base salary rate in effect on January 1, 2022.

6. Retirement Benefit. For purposes of calculating Employee’s benefit under the 2013 Supplemental Retirement Plan Agreement between Employee and Employer, Employee’s final average compensation shall be calculated by averaging Employee’s annual base salary and cash incentive payments awarded during calendar years 2018 through 2022.

7. Entire Agreement. Except as otherwise provided in this Amendment, all of the terms and conditions of the Employment Agreement shall remain the same, including, without limitation, the fringe benefit provisions in paragraph 4 of the Employment Agreement. Accordingly, this Amendment, read in conjunction with the Employment Agreement, constitutes the entire agreement between the parties with respect to the subject matter of the Employment Agreement.

8. Employee’s Affirmation and Acknowledgement. Employee hereby affirms that his decisions to enter into this Amendment, to resign his position, and to retire in accordance with the terms of this Amendment are entirely voluntary. For the avoidance of doubt, Employee acknowledges that his decisions to enter into this Amendment, to resign his position, and to retire in accordance with the terms of this Amendment shall not form the basis for a claim that his employment has been involuntarily terminated by Employer or that he has “Good Reason” (as defined in the Employment Agreement) to elect to terminate his employment. Employee specifically acknowledges and agrees that, if his employment with Employer changes and ends in the manner contemplated by this Amendment, he will not be entitled to the benefits described in Paragraph 3(e) of the Employment Agreement. For the further avoidance of doubt, however, Employee is not waiving his right to any payment or benefit to which he may become entitled in accordance with the Employment Agreement if his employment changes or ends in a manner that is different than the manner contemplated by this Amendment.

[Signature page follows.]

The foregoing is established by the following signatures of the parties.

	COMMUNITY BANK SYSTEM, INC.

	By:	/s/ Mark E. Tryniski
		Mark E. Tryniski
		Chief Executive Officer & President

	Date:	4/28/2022

	COMMUNITY BANK, N.A.

	By:	/s/ Maureen Gillan-Myer
		Maureen Gillan-Myer
		Executive Vice President &
		Chief Human Resources Officer

	Date:	4/28/2022

	/s/ George J. Getman
	GEORGE J. GETMAN

	Date:	4/28/2022