cldb20210518

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 19, 2021 (May 18, 2021)

CORTLAND BANCORP INC

(Exact name of registrant as specified in its charter)

	Ohio		001-38827		34-1451118
	(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

194 West Main Street, Cortland, Ohio 44410

__________________________________________________

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (330) 637-8040

________________________________________________________

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 (see General Instructions A.2. below):

☐ 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, No Par Value	CLDB	NASDAQ Capital Market

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. ☐

Section 5 – Corporate Governance and Management

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 18, 2021, Cortland Bancorp (“Cortland”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on March 15, 2021, there were 4,217,117 Cortland common shares outstanding and entitled to vote. At the 2021 Annual Meeting, 2,832,018 or 67.15% of the outstanding common shares entitled to vote were represented by proxy or in person. A summary of the matters voted upon by the shareholders and the final voting results for each such matter are set forth below.

(a)

The first issue voted upon at the Annual Meeting was the election of four directors for a three-year term to expire at the 2024 Annual Meeting of Shareholders.

	Number of Votes
	For		Withheld		Broker Non-Votes
Hicham Chahine		1,840,066		7,491		984,461
James E. Hoffman, III		1,830,725		16,832		984,461
Joseph E. Koch		1,800,135		47,422		984,461
Timothy K. Woofter		1,803,246		44,311		984,461

(b)	The second issue was to approve, on an advisory basis, the executive compensation of Cortland’s named executive officers.

Number of Votes
For	Against	Abstain	Broker Non-Votes
1,607,887	121,598	118,072	984,461

(c)	The third issue was the ratification of S.R. Snodgrass, P.C. as Cortland’s independent auditor for the fiscal year ending December 31, 2021.

For		Against		Abstain
2,786,709		19,997		25,312

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 thereunto duly authorized.


	CORTLAND BANCORP

	By:		/s/ James M. Gasior
			James M. Gasior, President and CEO

Date: May 19, 2021