Form 8-K - Current report

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

July 11, 2023

Date of Report (Date of earliest event reported)

CODORUS VALLEY BANCORP, INC.

(Exact name of registrant as specified in its charter)

	Pennsylvania		001-15536		23-2428543
	(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Ident. No.)


	105 Leader Heights Road, York, Pennsylvania		17403
	(Address of principal executive offices)		(Zip Code)

(717) 747-1519

Registrant’s telephone number, including area code

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 Instruction 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, $2.50 par value		CVLY		NASDAQ Global 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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

On July 11, 2023, Cynthia A. Dotzel, provided the Board of Directors of Codorus Valley Bancorp, Inc. (the “Corporation”) with notice of her resignation from the Board of Directors, effective immediately. Ms. Dotzel indicated that her decision to resign is not the result of any disagreement whatsoever with the Corporation. Ms. Dotzel has served on the Board of Directors of the Corporation and its subsidiary, PeoplesBank, since November 2011, during which time she has served in various capacities, including, as Board Chair, as a member of the Executive Committee, and as a member of the Corporate Governance and Nominating and Compensation Committees. Ms. Dotzel recently stepped down as Chair of the Board in May 2023, at which time J. Rodney Messick was elected to serve as Board Chair and Brian D. Brunner as Vice Chair. At a meeting of the Board of Directors of the Corporation on July 11, 2023, the Board accepted Ms. Dotzel’s resignation and unanimously approved a resolution to appoint her as an Emeritus Director.

Item 9.01.

Financial Statements and Exhibits

(d)	Exhibits

	Exhibit No.	Description

	99.1	Codorus Valley Bancorp, Inc. Press Release dated July 12, 2023

	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 thereunto duly authorized.

		CODORUS VALLEY BANCORP, INC.


Date:	July 12, 2023	By:	/s/ Daniel R. Stolzer
			Daniel R. Stolzer
			Executive Vice President, General Counsel and Corporate Secretary

FOR IMMEDIATE RELEASE

CONTACT:

John Moss

Director of Marketing

717-747-1520

jmoss@peoplesbanknet.com

Codorus Valley Bancorp, Inc. and PeoplesBank, A Codorus Valley Company ANNOUNCEs Resignation of Director of the Board

YORK, PA (July 12, 2023) – Codorus Valley Bancorp, Inc. and PeoplesBank, A Codorus Valley Company, a subsidiary of Codorus Valley Bancorp, Inc. (NASDAQ: CVLY) today announces the resignation of Cynthia A. Dotzel, a valued member of the Board of Directors. The resignation, effective July 11, 2023, was tendered and accepted under good terms. The Board of Directors also conferred the title of Director Emeritus to Ms. Dotzel.

During Ms. Dotzel's 12-year tenure with Codorus Valley Bancorp, she has played an instrumental role in shaping the company's strategic direction and contributing to its remarkable growth. She has served in various capacities, including very recently as Board Chair, and as a member of the Executive Committee, the Corporate Governance and Nominating Committee, and the Compensation Committee. Ms. Dotzel recently stepped down as Board Chair in May 2023. Ms. Dotzel’s dedication, expertise, and unwavering commitment to excellence have significantly influenced the success and prosperity of Codorus Valley Bancorp and PeoplesBank.

"We are grateful to Cindy for her outstanding contributions to PeoplesBank," said J. Rodney Messick, Board Chair at Codorus Valley Bancorp. "Her leadership, vision, and deep industry knowledge have been invaluable to the company's achievements. The board and bank extend our heartfelt gratitude for her remarkable service."

"I have been privileged to work with Cindy and witness the remarkable impact she has had on the organization," said Craig L. Kauffman, PeoplesBank’s President and CEO. "It has been a true honor to work alongside her.”

For media inquiries or further information, please contact:

John Moss

Director of Marketing

717-747-1520

jmoss@peoplesbanknet.com

-MORE-

ABOUT PEOPLESBANK, A CODORUS VALLEY COMPANY

With assets of over $2 billion, PeoplesBank, A Codorus Valley Company, is a wholly-owned subsidiary of Codorus Valley Bancorp, Inc., the largest independent financial institution headquartered in York County, Pennsylvania. PeoplesBank offers a full range of consumer, business, wealth management, and mortgage services at financial centers located in communities throughout South Central Pennsylvania and Central Maryland. For more information, visit www.peoplesbanknet.com. (NASDAQ: CVLY)

ABOUT CODORUS VALLEY BANCORP, INC.

Codorus Valley Bancorp, Inc. is the largest independent financial services holding company headquartered in York, Pennsylvania. Codorus Valley primarily operates through its financial services subsidiary, PeoplesBank, A Codorus Valley Company. PeoplesBank offers a full range of consumer, business, wealth management, and mortgage services at financial centers located in communities throughout South Central Pennsylvania and Central Maryland. Additional information can be found on PeoplesBank’s website at www.peoplesbanknet.com. Codorus Valley Bancorp, Inc.’s Common Stock is listed on the NASDAQ Global Market under the symbol CVLY.

— END —

Cover	Jul. 11, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 11, 2023
Entity File Number	001-15536
Entity Registrant Name	CODORUS VALLEY BANCORP, INC.
Entity Central Index Key	0000806279
Entity Tax Identification Number	23-2428543
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	105 Leader Heights Road
Entity Address, City or Town	York
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17403
City Area Code	(717)
Local Phone Number	747-1519
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $2.50 par value
Trading Symbol	CVLY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable