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CODORUS VALLEY BANCORP INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and CODORUS VALLEY BANCORP INC.’s Form 8-K, filed 2024-05-31 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 3Ballot items
  • 100Asset managers
  • 424Fund votes
  • 2024-05-30Meeting date

Proxy season: 2023-2024

Explore CODORUS VALLEY BANCORP INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by CODORUS VALLEY BANCORP INC.

These tallies are CODORUS VALLEY BANCORP INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-05-31 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CODORUS VALLEY BANCORP INC. — official shareholder meeting results, meeting held 2024-05-30
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
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 se 6,851,040488,90722,310 --0 Majority: yes
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 6,630,176661,38570,696 --0 Majority: yes
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 C 6,546,831640,908174,518 --0 Majority: yes

Source: CODORUS VALLEY BANCORP INC., Form 8-K, filed with the SEC on 2024-05-31 — read the filing on EDGAR.

How asset managers voted at the CODORUS VALLEY BANCORP INC. 2023-2024 meeting

Each item below shows how the 100 asset managers that disclosed a CODORUS VALLEY BANCORP INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. 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

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%
FOR: 6,630,176AGAINST: 661,385

CODORUS VALLEY BANCORP INC.’s own tally for this item (“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 t”): 6,630,176 for, 661,385 against, per its Form 8-K filed 2024-05-31 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 9,662,378 outstanding shares: 69% for, 7% against (75% of the company cast a for/against vote).

The 99 asset managers below cast 97% of the shares they voted on this item FOR (5,311,406 for, 175,149 against).

FOR 97%
FOR: 5,311,406 (96.8%)AGAINST: 175,149 (3.2%)
Largest asset managers voting on “Approval, on a Non-binding, Advisory Basis, of CVLY Executive Officer Compensation. To consider and vote upon ” at CODORUS VALLEY BANCORP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Fourthstone LLC946,7910 00For
FJ Capital Management LLC855,1310 00For
John Hancock542,0810 00For
Vanguard526,1180 00For
BlackRock497,2430 00For
Dimensional368,3420 00For
GEODE CAPITAL MANAGEMENT, LLC198,3870 00For
Fidelity187,7810 00For
AllianceBernstein175,4390 00For
Petiole USA ltd157,9620 00For
American Century120,7790 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC96,2770 00For
BRIDGEWAY FUNDS INC95,1860 00For
Renaissance81,3530 00For
Northern Trust10577,136 00Against
PL Capital Advisors, LLC73,5520 00For
Invesco66,8910 00For
Charles Schwab50,0320 00For
EA Series Trust048,704 00Against
MELLON INVESTMENTS Corp36,4270 00For
BHZ CAPITAL MANAGEMENT, LP32,1850 00For
First Trust26,1880 00For
Nuveen016,801 00Against
TIAA016,801 00Against
Equitable16,5520 00For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

2. 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").

CORPORATE GOVERNANCEMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%
FOR: 6,546,831AGAINST: 640,908

CODORUS VALLEY BANCORP INC.’s own tally for this item (“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 t”): 6,546,831 for, 640,908 against, per its Form 8-K filed 2024-05-31 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 9,662,378 outstanding shares: 68% for, 7% against (74% of the company cast a for/against vote).

The 40 asset managers below cast 88% of the shares they voted on this item FOR (1,778,635 for, 245,686 against).

FOR 88%12%
FOR: 1,778,635 (87.9%)AGAINST: 245,686 (12.1%)
Largest asset managers voting on “Adjournment. To consider and vote upon a proposal to adjourn the CVLY special meeting to a later date or dates” at CODORUS VALLEY BANCORP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard518,4380 00For
BlackRock342,8460 00For
Dimensional328,1590 00For
John Hancock252,1430 00For
Fidelity0187,076 00Against
BRIDGEWAY FUNDS INC95,1860 00For
American Century60,2180 00For
EA Series Trust048,704 00Against
Invesco31,6350 00For
First Trust26,1880 00For
Charles Schwab25,0160 00For
TIAA16,8010 00For
Equitable16,5520 00For
QUANTITATIVE MASTER SERIES LLC16,3110 00For
Lincoln Financial9838,700 00Against
Global X5,3560 00For
AIG/SunAmerica4,5980 00For
Northern Trust4,3080 00For
Goldman Sachs3,9940 00For
Bridge Builder Trust3,8170 00For
RBC FUNDS TRUST3,8000 00For
State Street3,5000 00For
Pacific Life3,4650 00For
Nationwide2,9580 00For
Brighthouse2,8940 00For

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

3. 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");

EXTRAORDINARY TRANSACTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 6,851,040AGAINST: 488,907

CODORUS VALLEY BANCORP INC.’s own tally for this item (“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 me”): 6,851,040 for, 488,907 against, per its Form 8-K filed 2024-05-31 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 9,662,378 outstanding shares: 71% for, 5% against (76% of the company cast a for/against vote).

The 40 asset managers below cast 100% of the shares they voted on this item FOR (2,024,321 for, 0 against).

FOR 100%
FOR: 2,024,321 (100.0%)
Largest asset managers voting on “Approval of the Agreement and Plan of Merger of ORRF and CVLY. To consider and vote upon a proposal to approve” at CODORUS VALLEY BANCORP INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard518,4380 00For
BlackRock342,8460 00For
Dimensional328,1590 00For
John Hancock252,1430 00For
Fidelity187,0760 00For
BRIDGEWAY FUNDS INC95,1860 00For
American Century60,2180 00For
EA Series Trust48,7040 00For
Invesco31,6350 00For
First Trust26,1880 00For
Charles Schwab25,0160 00For
TIAA16,8010 00For
Equitable16,5520 00For
QUANTITATIVE MASTER SERIES LLC16,3110 00For
Lincoln Financial9,6830 00For
Global X5,3560 00For
AIG/SunAmerica4,5980 00For
Northern Trust4,3080 00For
Goldman Sachs3,9940 00For
Bridge Builder Trust3,8170 00For
RBC FUNDS TRUST3,8000 00For
State Street3,5000 00For
Pacific Life3,4650 00For
Nationwide2,9580 00For
Brighthouse2,8940 00For

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

Largest CODORUS VALLEY BANCORP INC. shareholders voting in 2023-2024

Ranked by the number of CODORUS VALLEY BANCORP INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 9,662,378 shares outstanding at the time of that meeting.

Top CODORUS VALLEY BANCORP INC. shareholders by shares voted, 2023-2024
#Asset manager % of shares outstanding
1Fourthstone LLC 9.80%
2FJ Capital Management LLC 8.85%
3John Hancock 5.61%
4Vanguard 5.45%
5BlackRock 5.15%
6Dimensional 3.81%
7GEODE CAPITAL MANAGEMENT, LLC 2.05%
8Fidelity 1.94%
9AllianceBernstein 1.82%
10Petiole USA ltd 1.63%

Reported CODORUS VALLEY BANCORP INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

CODORUS VALLEY BANCORP INC. beneficial owners on record for the 2023-2024 proxy season
Holder % outstanding Disclosure
S 8.85% 13G
Fourthstone LLC 7.18% DEF14A
FJ Capital Management LLC 7.14% DEF14A
Driver Management Company LLC 6.63% DEF14A
The Vanguard Group 5.40% 13G
Dimensional Fund Advisors 4.00% 13F
Geode Capital 2.06% 13F
State Street 1.29% 13F
Renaissance Technologies 0.96% 13F
Northern Trust 0.80% 13F

Percentages above are of 9,662,378 shares outstanding, as reported by CODORUS VALLEY BANCORP INC. on its Form 10-Q dated 2024-04-30 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CODORUS VALLEY BANCORP INC.’s 10-Q dated 2024-04-30. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At CODORUS VALLEY BANCORP INC.'s shareholder meeting held 2024-05-30, in the 2023-2024 proxy season, 100 asset managers reported how they voted on 3 ballot items in their SEC Form N-PX filings, covering 424 separate fund positions. On the most widely held item on that ballot — Approval, on a Non-binding, Advisory Basis, of CVLY Executive Officer Compensation. To consider… — FOR was 91% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: CODORUS VALLEY BANCORP INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-05-31.

CODORUS VALLEY BANCORP INC. proxy season coverage: 2023-2024 (this page).