CODORUS VALLEY BANCORP INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Approval of the Agreement and Plan of Merger of ORRF and CVLY. To consider and vote upon a proposal to approve the Agreement and Plan of Merger by and between ORRF and CVLY dated as of December 12, 2023 (the "merger agreement"), pursuant to which CVLY will merge with and into ORRF, whereupon the separate corporate existence of CVLY will cease (the "CVLY merger proposal");

CODORUS VALLEY BANCORP INC.’s own tally for this item (“1. Approve the Agreement of the Plan of Merger of ORRF and CVLY The proposal to approve the Agreement and Plan of Merger by and between ORRF and CVLY dated as of December 12, 2023, pursuant to which CVLY will merge with ”): 6,851,040 for, 488,907 against — passed, per its Form 8-K filed May 31, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1 – Approve the Agreement of the Plan of Merger of ORRF and CVLY The proposal to approve the Agreement and Plan of Merger by and between ORRF and CVLY dated as of December 12, 2023, pursuant to which CVLY will merge with and into ORRF, whereupon the separate corporate existence of CVLY wil…”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of the votes cast”).

The 40 asset managers below reported 2,024,321 for.

Showing the 25 largest of 40 asset managers. See all 40 in the interactive database.

Description as filed by funds: Adjournment. To consider and vote upon a proposal to adjourn the CVLY special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the CVLY special meeting to approve the CVLY merger proposal (the "CVLY adjournment proposal").

CODORUS VALLEY BANCORP INC.’s own tally for this item (“3. Adjournment The proposal to approve adjournment of the CVLY Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the CVLY S”): 6,546,831 for, 640,908 against — passed, per its Form 8-K filed May 31, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 – Adjournment The proposal to approve adjournment of the CVLY Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the CVLY Special Meeting to approve the CVLY merger proposal (the "CVLY adjourn…”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of the votes cast”).

The 40 asset managers below reported 1,778,635 for, 245,686 against.

Showing the 25 largest of 40 asset managers. See all 40 in the interactive database.

Description as filed by funds: Approval, on a Non-binding, Advisory Basis, of CVLY Executive Officer Compensation. To consider and vote upon a proposal to approve, on a non-binding, advisory basis, the compensation that may become payable to CVLY's named executive officers that is based on or otherwise relates to the merger (the "CVLY compensation proposal"); and

CODORUS VALLEY BANCORP INC.’s own tally for this item (“2. Approve, on a Non-binding basis, of CVLY Executive Officer Compensation The proposal to approve, on a non-binding, advisory basis, the compensation that may become payable to CVLY's named executive officers that is ba”): 6,630,176 for, 661,385 against — passed, per its Form 8-K filed May 31, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 – Approve, on a Non-binding basis, of CVLY Executive Officer Compensation The proposal to approve, on a non-binding, advisory basis, the compensation that may become payable to CVLY's named executive officers that is based on or otherwise related to the merger (the "CVLY compensation pro…”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of the votes cast”).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 40 managers: 1,954,508 for, 69,813 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 71 managers: 3,356,898 for, 105,336 against. Showing the 25 largest; see all in the interactive database.