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, 2016

 

(Exact name of registrant as specified in its charter)

Effective as of January 1, 2017, Sally A. Steele has been appointed as Chair of the Board of the Company and the Bank.  Nicholas A. DiCerbo, whose term as Chair of the Board expired in conformity with the Board's policy regarding term limits for the chairs of the Board and its committees, has been appointed to serve as Chair of the Board's Strategic/Executive Committee.  Ms. Steele joined the Boards of the Company and the Bank in 2003 in connection with the Company's merger with Grange National Banc Corp.  Over her 20 years of service as a director of a bank and its publicly traded holding company, she has developed extensive public company oversight experience and has served on numerous Board committees, including the Strategic/Executive Committee, Audit/Compliance/Risk Management Committee, Loan/ALCO Committee, Trust and Financial Services Committee, Compensation Committee, and Nominating/Corporate Governance Committee.

At its December meeting, the Board adopted changes to its committee structure as part of the Company's preparation for crossing the $10 billion threshold in total consolidated assets.  As a larger institution, the Company will face heightened regulatory mandates, including the requirement to conduct stress testing as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act"), commonly known as "DFAST," reduced interchange fees on debit card transactions under the Durbin Amendment of the Dodd-Frank Act, and supervision by the Consumer Financial Protection Bureau.  The Company has been working to build the appropriate infrastructure to address the new requirements and has restructured the Board's Risk Committee to include the duties of its existing Loan/ALCO Committee and an expanded role to oversee the enterprise risk management functions currently addressed by the Board's Audit/Compliance/Risk Management Committee.  A new Stress Testing Subcommittee of the Risk Committee has been formed to provide oversight of the more detailed aspects of the DFAST process.  The Audit/Compliance/Risk Management Committee has been renamed the Audit and Compliance Committee and will focus on the oversight of audit and compliance matters.  In addition to restructuring and renaming the Board's committees, the Company has created management level committees to evaluate and address the enhanced regulatory and business issues triggered by crossing the $10 billion threshold, including a Risk & Capital Committee, an ALCO Committee, a Risk Committee, and a Stress Testing Committee.

Also at its December meeting, the Board approved a stock repurchase program authorizing the repurchase, at the discretion of senior management, of up to 2,200,000 shares of the Company's common stock during a twelve-month period starting January 1, 2017.  Such repurchases may be made at the discretion of senior management depending on market conditions and other relevant factors and will be acquired through open market or privately negotiated transactions as permitted under Rule 10b-18 of the Securities Exchange Act of 1934 and other applicable legal requirements.  The new repurchase authorization replaces the existing program which expired on December 31, 2016.

 

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.