DEF 14A 1 ny20006429x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

CODORUS VALLEY BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11

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March 31, 2023

Dear Fellow Shareholders of Codorus Valley Bancorp, Inc.:

On behalf of the Board of Directors (the “Board”) of Codorus Valley Bancorp, Inc. (the “Company,” “CVLY,” “we,” or “our”), I am pleased to invite you to attend the Company’s 2023 Annual Meeting of Shareholders or any adjournments or postponements thereof (the “Annual Meeting”), to be held on Tuesday, May 16, 2023, at 9:00 a.m. Eastern Time. The Annual Meeting will be held in a virtual-only format, which is accessible at: www.virtualshareholdermeeting.com/CVLY2023.

At the Annual Meeting, shareholders as of February 22, 2023, which is the “Record Date,” will have the opportunity to ask questions and to make comments. The Company’s Proxy Statement, Notice of Annual Meeting of Shareholders, 2022 Annual Review and Annual Report on Form 10-K for the fiscal year ended December 31, 2022, were first sent or given to our shareholders on March 31, 2023. You should also have received a Proxy Card or voting instruction form and postage-paid return envelope, through which your vote is being solicited on behalf of the Board.

The principal business of the Annual Meeting is:

•	To elect four (4) Class C directors, each to serve for a term of three years and until his or her successor is elected and qualified;

•	To approve an advisory, non-binding resolution regarding executive compensation; and

•	To ratify the appointment of Crowe LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023.

Shareholders may also be asked to consider such other business as may be properly brought before the Annual Meeting or any adjournments thereof. As of the date hereof, management is not aware of any other matters to be considered.

The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the specific business to be acted upon in more detail.

I am delighted that you have invested in the Company, and I hope that, whether or not you plan to attend the virtual Annual Meeting, you will vote as soon as possible, either through the Internet, by telephone or by completing, signing and dating the enclosed Proxy Card and returning it in the envelope provided. The prompt return of your Proxy Card will save the Company expenses involved in further communications and will ensure your representation at the Annual Meeting even if you do not attend virtually.

We are confident that our slate of Board candidates has the right mix of professional achievement, skills, experience and reputation that qualify each of the Company’s candidates to serve as shareholder representatives overseeing the management of the Company.

The Board unanimously recommends that you vote “FOR” the election of Sarah M. Brown, John W. Giambalvo, Keith M. Cenekofsky, and Scott V. Fainor to the Board as Class C directors; “FOR” the approval, of an advisory, non-binding resolution regarding executive compensation; and “FOR” the ratification of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

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After reading the Notice of Annual Meeting of Shareholders and the Proxy Statement, please mark your votes on the accompanying Proxy Card or voting instruction form, sign it and promptly return it in the accompanying postage-paid envelope. You may also vote by submitting a proxy by Internet or by telephone as instructed in the Proxy Statement or in the Proxy Card or voting instruction form. Please vote by whichever method is most convenient for you to ensure that your shares are represented at the Annual Meeting.

It is very important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or by mailing the Proxy Card or voting instruction form. Returning the proxy card or voting instruction form or voting by Internet or telephone does not deprive you of your right to attend the Annual Meeting and to vote your shares.

Thank you for your ongoing support of Codorus Valley Bancorp, Inc. Your vote and participation, no matter how many or how few shares you own, are very important to us. Your cooperation is greatly appreciated.

			Sincerely,


			Craig L. Kauffman
			President and Chief Executive Officer

If you have any questions concerning the business to be conducted at the Annual Meeting, or if you would like additional copies of the proxy materials, please contact:


	509 Madison Avenue Suite 1206 New York, NY 10022
	Banks and Brokers Call: (203) 561-6945 Stockholders Call Toll Free: (800) 662-5200 E-mail: CVLY@investor.morrowsodali.com

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CODORUS VALLEY BANCORP, INC.

NASDAQ TRADING SYMBOL: CVLY

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND

PROXY STATEMENT

2023

www.peoplesbanknet.com

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PROXY STATEMENT

Codorus Valley Bancorp, Inc.

Codorus Valley Corporate Center

105 Leader Heights Road

York, Pennsylvania 17403

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 16, 2023, AT 9:00 A.M. EASTERN TIME

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CODORUS VALLEY BANCORP, INC.

CODORUS VALLEY CORPORATE CENTER

105 LEADER HEIGHTS ROAD

YORK, PENNSYLVANIA 17403

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON

TUESDAY, MAY 16, 2023, AT 9:00 A.M. EASTERN TIME

TO THE SHAREHOLDERS OF CODORUS VALLEY BANCORP, INC.:

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Shareholders and any adjournments or postponements thereto (the “Annual Meeting”) of Codorus Valley Bancorp, Inc. (the “Company,” “CVLY,” “we,” or “our”) will be held in a virtual-only format on Tuesday, May 16, 2023, at 9:00 a.m., Eastern Time, for the purpose of considering and voting upon the following matters:

1.	To elect four (4) Class C directors, each to serve for a three-year term and until his or her successor is elected and qualified (Proposal 1);

2.	To approve an advisory, non-binding resolution regarding executive compensation (Proposal 2); and

3.	To ratify the appointment of Crowe LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 (Proposal 3).

Shareholders may also be asked to consider such other business as may be properly brought before the Annual Meeting and any adjournments thereof. As of the date hereof, management is not aware of any other matters to be considered.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Shareholders. The Board recommends a vote “FOR” each of the four (4) director nominees named in the accompanying Proxy Statement and a vote “FOR” each of Proposals 2 and 3 on the enclosed Proxy Card.

Only those shareholders of record at the close of business on February 22, 2023 (the “Record Date”) are entitled to notice of, to attend and to vote at the Annual Meeting. The Annual Meeting may be adjourned or postponed from time to time. At any adjourned or postponed meeting, action with respect to matters specified in this Notice may be taken without further notice to shareholders, unless required by law or the Company’s Amended and Restated By-Laws.

All shareholders as of the Record Date are cordially invited to attend the virtual Annual Meeting. Whether or not you expect to attend the virtual Annual Meeting, we encourage you to submit your proxy as soon as possible using one of three convenient methods by (i) accessing the Internet site described in the Proxy Card or voting instruction form provided to you, (ii) calling the toll-free number in the Proxy Card or voting instruction card provided to you, or (iii) completing, signing, dating and returning the Proxy Card or voting instruction form provided to you. You are urged to vote in one of the foregoing described ways, even if your shares were sold after the Record Date.

If your shares of common stock are held in a brokerage account or by a bank, trustee or other nominee (i.e., your shares are held in “street name”), then you will receive instructions from the holder of record about voting your shares using the voting instruction form. We recommend that you utilize the voting instruction form to instruct your broker, bank, trustee or other nominee to vote your shares. Doing so will not affect your right to vote if you attend the virtual Annual Meeting. However, in order to vote your shares at the Annual Meeting you must first obtain a “legal proxy” from the broker, bank, trustee or other nominee that holds your shares – that “legal proxy’ will give you the right to vote the shares at the Annual Meeting.

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The Annual Meeting will be held only via a live webcast at: www.virtualshareholdermeeting.com/CVLY2023. There is no physical address for the Annual Meeting. To participate in the Annual Meeting, you must go to this website address between 8:45 a.m. and 9:00 a.m., Eastern Time, on Tuesday, May 16, 2023.

The Board strongly and unanimously recommends that you vote on the Proxy Card or voting instruction form “FOR” the election of Sarah M. Brown, Keith M. Cenekofsky, Scott V. Fainor, and John W. Giambalvo, as Class C directors.

The Company’s candidates for election as directors of the Company are listed in the accompanying Proxy Statement and Proxy Card.

It is important that your shares be represented at the Annual Meeting, even if you plan to attend the virtual meeting. You do not need to attend the virtual Annual Meeting to vote if you vote your shares before the virtual Annual Meeting. If you are a record holder, you may vote your shares by mail, telephone or the Internet as described in the Proxy Card. If your shares are held by a broker, bank, trustee or other nominee, you must follow the instructions provided by your broker, bank, trustee or other nominee to vote your shares and you may not vote your shares in person (virtually) at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank, trustee or other nominee that holds your shares – that “legal proxy” will give you the right to vote the shares at the virtual Annual Meeting.

			BY ORDER OF THE BOARD OF DIRECTORS


			Daniel R. Stolzer
			Executive Vice President,
			General Counsel and
			Corporate Secretary

York, Pennsylvania

March 31, 2023

YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY, EITHER ELECTRONICALLY THROUGH THE INTERNET, BY TELEPHONE, OR BY COMPLETING, SIGNING, DATING AND RETURNING YOUR PROXY CARD.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 16, 2023. This Notice of Annual Meeting, Proxy Statement, Proxy Card, 2022 Annual Review and Annual Report on Form 10-K for the fiscal year ended December 31, 2022, are available at: www.proxyvote.com. You will need the number that is printed in the box on the Proxy Card marked by the arrow (i.e. the Control Number) to access the materials on the website. Information on this website, other than the Proxy Statement, is not part of the Proxy Statement.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 16, 2023.

Please take a moment to complete, sign, date and promptly return the enclosed Proxy Card in the envelope provided or grant a proxy and give voting instructions by Internet or telephone, so that you may be represented at the Annual Meeting. Instructions are provided on your Proxy Card or on the voting instruction form provided by your broker, bank, trustee or other nominee.

********************

The accompanying Proxy Statement provides a detailed description of the business to be conducted at the Annual Meeting. In addition, a copy of the Company’s 2022 Annual Review and its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“Annual Report”) accompanies this Proxy Statement. We urge you to read the these documents carefully and in their entirety. If you have any questions concerning the business to be conducted at the Annual Meeting, or if you would like additional copies of any of these materials, please contact:


	509 Madison Avenue Suite 1206 New York, NY 10022
	Banks and Brokers Call: (203) 561-6945 Stockholders Call Toll Free: (800) 662-5200 E-mail: CVLY@investor.morrowsodali.com

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GENERAL

Introduction

This Proxy Statement and the accompanying Proxy Card are being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Codorus Valley Bancorp, Inc. (the “Company,” “we” or “our”) to be voted at the 2023 Annual Meeting of Shareholders and any adjournment or postponement thereto, (the “Annual Meeting”). This Proxy Statement and the related Notice of Annual Meeting and Proxy Card, along with the Company’s 2022 Annual Review and its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, are being first distributed to shareholders on or about March 31, 2023.

The Annual Meeting will be held on Tuesday, May 16, 2023, at 9:00 a.m. Eastern Time. The Annual Meeting will be held in a virtual-only format. You will not be able to physically attend the Annual Meeting. To be admitted to the meeting go to: www.virtualshareholdermeeting.com/CVLY2023 on the Internet, between 8:45 a.m. and 9:00 a.m. Eastern Time on May 16, 2023. Shareholders of record at the close of business on February 22, 2023 (the “Record Date”), are entitled to vote at the Annual Meeting.

At the Annual Meeting, shareholders will vote on the following proposals:

•	Proposal 1: To elect four (4) Class C directors, each to serve for a term of three-years and until his or her successor is elected and qualified;

•	Proposal 2: To approve an advisory, non-binding resolution regarding executive compensation; and

•	Proposal 3: To ratify the appointment of Crowe LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023.

In addition, shareholders may be asked to consider such other business as may properly be brought before the Annual Meeting and any adjournments thereof. As of the date hereof, management is not aware of any other matters to be considered.

Why did I receive these proxy materials?

We are providing this Proxy Statement to you in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting because you own shares of the Company’s common stock, par value $2.50 per share (the “Common Stock”) as of the close of business on the Record Date and, therefore, are entitled to vote at the Annual Meeting on the three proposals described above.

We will also consider any other business that properly comes before the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the enclosed Proxy Card or voting instruction form will vote the shares they represent in accordance with the instructions of the Board to the extent permitted by Rule 14a-4(c) of the Securities Exchange Act or 1934, as amended (the “Exchange Act”).

Who is allowed to vote at the Annual Meeting?

The Common Stock is the only class of capital securities of the Company that may be voted at the Annual Meeting. As of the close of business on the Record Date, 9,587,589 shares of Common Stock were issued and outstanding. A shareholder of record who holds shares of Common Stock that are entitled to be voted at the Annual Meeting may cast one vote for each share held on each matter that is submitted to shareholders. Shares of Common Stock may be voted at the Annual Meeting only if the shareholder of record holding such shares or the beneficial owner of such shares with a legal proxy is attending the virtual Annual Meeting or if such shares are represented by a valid proxy.

Who is allowed to virtually attend the Annual Meeting?

Attendance at the Annual Meeting will be limited to shareholders of the Company as of the close of business on the Record Date and guests of the Company. You will not be able to physically attend the Annual Meeting. To be admitted to the meeting go to: www.virtualshareholdermeeting.com/CVLY2023 on the Internet, between 8:45 a.m. and 9:00 a.m. Eastern Time on May 16, 2023. Shareholders of record at the close of business on the Record Date (February 22, 2023), are entitled to vote at the Annual Meeting.

Please have your Proxy Card in-hand. You will need the number that is printed in the box on the Proxy Card by the arrow. This is your Control Number.

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Beneficial Shareholders

Shareholders whose shares are held through a broker, bank, trustee or other nominee as of the Record Date may attend the Annual Meeting virtually by visiting the website at: www.virtualshareholdermeeting.com/CVLY2023. Please have your voting instruction form, or other communication containing your Control Number available to vote

Your vote is very important. Please submit your Proxy Card even if you plan to attend the virtual Annual Meeting.

If you have any questions or require any assistance, please contact:


	509 Madison Avenue Suite 1206 New York, NY 10022
	Banks and Brokers Call: (203) 561-6945 Stockholders Call Toll Free: (800) 662-5200 E-mail: CVLY@investor.morrowsodali.com

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How do I cast my vote?

Shareholders of record may vote in one of the following ways:

➣

By mail. Complete, sign and date your Proxy Card that was included with this Proxy Statement and return it in the postage-paid envelope provided, or return it to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Proxy cards returned by mail must be received no later than May 15, 2023, to be voted at the Annual Meeting;

➣	By Telephone. By calling the toll-free number – 1-800-690-6903. You may use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 15, 2023. Have your Proxy Card in-hand when you call and then follow the instructions.

➣	Via the Internet.

Before the Meeting: By going online to www.proxyvote.com or scanning the QR Barcode provided on your Proxy Card. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 15, 2023. Have your Proxy Card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

During the Meeting: Go to: www.virtualshareholdermeeting.com/CVLY. You may attend the meeting via the Internet and vote during the meeting. You should plan to have your Proxy Card available when you vote, as you will need the number that is printed in the box on the Proxy Card marked by the arrow. This is your Control Number.

If you are a beneficial owner of shares held in street name, you will receive instructions from your broker, bank, trustee or other nominee on how to vote your shares. If you received printed copies of the proxy materials by mail, you may also vote by filling out the voting instruction form and returning it in the envelope provided. The availability of online or phone voting may depend on the voting process of the organization that holds your shares.

By properly completing a proxy, you appoint Diane E. Baker and Matthew A. Clemens, or any one of them, acting in the absence of the other, as proxy holders to vote your shares as indicated on the Proxy Card. Any signed Proxy Card not specifying to the contrary will be voted “FOR” Proposal 1 – election of the director nominees identified in this Proxy Statement; “FOR” Proposal 2 – approval of the advisory, non-binding resolution regarding executive compensation; and “FOR” Proposal 3 – ratification of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Even if you plan to attend the virtual Annual Meeting, we recommend that you also submit your proxy by Internet, telephone or mail so that your vote will be counted if you later decide not to attend the virtual Annual Meeting. The Internet and telephone voting facilities will close at 11:59 P.M., Eastern Time, on May 15, 2023, for beneficial shareholders as of the Record Date. Shareholders who vote by Internet or telephone need not return a proxy card or the voting instruction form sent by brokers, banks, trustees or other nominees.

If you have any questions or require assistance in submitting a proxy for your shares, or if you would like additional copies of the proxy materials, please contact Morrow Sodali by phone at (800) 662-5200 (toll-free for shareholders) or (203) 658-9400 (call collect for brokers, banks, trustees or other nominees), or by mail at CVLY@investor.morrowsodali.com.

Who is soliciting my vote?

The Board is soliciting your proxy to vote your shares of Common Stock on all matters scheduled to come before the Annual Meeting, whether or not you attend the virtual Annual Meeting. By completing, signing, dating and returning the Proxy Card or voting instruction form, or by submitting your proxy and voting instructions over the Internet or by telephone, you are authorizing the persons named as proxies to vote your shares of Common Stock at the Annual Meeting as you have instructed. Proxies will be solicited on behalf of the Board by the Company’s directors, director nominees, and certain executive officers and other associates of the Company.

Additionally, the Company has retained Morrow Sodali LLC (“Morrow Sodali”), a proxy solicitation firm, which may solicit proxies on the Board’s behalf. You may also be solicited by press releases issued by us, investor

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presentations, or other communications issued by us, postings on our corporate website or other websites or otherwise. Unless expressly indicated otherwise, information contained on our corporate website is not part of this Proxy Statement. In addition, none of the information on the other websites, if any, listed in this Proxy Statement is part of this Proxy Statement.

Will there be any other items of business on the agenda?

We currently do not expect that any other items of business will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. However, by completing, signing, dating and returning a Proxy Card or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies discretionary voting authority with respect to any matter that may properly come before the Annual Meeting, and such persons named as proxies intend to vote on any such other matter in accordance with the instructions of the Board to the extent permitted by Rule 14a-4(c) of the Exchange Act.

What are the Board’s recommendations?

The Board unanimously recommends that you vote by proxy using the Proxy Card with respect to the proposals as follows:

•	“FOR” the election of Sarah M. Brown, John W. Giambalvo. Keith M. Cenekofsky and Scott V. Fainor to the Board to serve as Class C directors (Proposal 1);

•	“FOR” the approval, of an advisory, non-binding resolution regarding executive compensation (Proposal 2); and

•	“FOR” the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal 3).

Why is the Board making such recommendations?

We describe each proposal and the Board’s reason for its recommendation with respect to each proposal on pages 23, 56 and 57 in this Proxy Statement.

Can I revoke or change my vote after I deliver my proxy?

You may revoke a previously delivered proxy by delivering written notice of revocation to Daniel R. Stolzer, Esq., Secretary of the Company, or by executing a later dated proxy and giving written notice of the revocation to Mr. Stolzer at any time before the proxy is voted at the Annual Meeting. If you submitted your proxy by Internet or by telephone, you can vote again by voting over the Internet or by telephone. We will honor the latest vote received. Proxy holders will vote shares represented by written proxies, if properly signed and returned to the Corporate Secretary, in accordance with instructions of the shareholders.

If you are a participant in the Codorus Valley Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan, the enclosed Proxy Card will serve as a voting instruction card for your shares held in the Plan. Equiniti Trust Company, the Plan administrator, will vote your shares held in the Dividend Reinvestment and Stock Purchase Plan in the same manner as you indicate on your Proxy Card.

At the close of business on the Record Date for the Annual Meeting, the Company had 9,587,589 shares of Common Stock issued and outstanding. Each share is entitled to one vote on all matters submitted to a vote of the shareholders.

What is the difference between a shareholder of “record” and a “street name” holder?

If your shares are registered directly in your name, then you are considered the shareholder of record with respect to those shares. The Company sent the proxy materials directly to you.

If your shares are held in a stock brokerage account or by a bank, trustee or other nominee, then the broker, bank, trustee or other so-called “nominee” is deemed to be the shareholder of record with respect to those shares, even though you are the beneficial owner of the shares. In that case, your shares are said to be held in “street name,” and the proxy materials will be forwarded to you by that nominee. Beneficial owners whose shares are held in street name generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trustee or other nominee how to vote their shares. If you are a beneficial owner whose shares are held in street name and you

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do not provide voting instructions to your broker, then your shares will not be voted at the 2023 Annual Meeting on any proposal with respect to which your broker does not have discretionary authority. If you own your shares in street name, please instruct your broker, bank, trustee or other nominee how to vote your shares using the voting instruction form provided by your broker, bank, trustee or other nominee so that your vote can be counted. The voting instruction form provided by your broker, bank, trustee or other nominee holding your shares may also include information about how to submit your voting instructions over the Internet or by telephone. The Proxy Card accompanying this Proxy Statement provides information regarding Internet and telephone voting.

What happens if I do not specify how I want my shares voted? What is discretionary voting? What is a broker non-vote?

As a shareholder as of the close of business on the Record Date for the Annual Meeting, if you properly complete, sign, date and return a Proxy Card or voting instruction form, your shares of Common Stock will be voted as you specify. However, if you return your signed and dated Proxy Card or submit your proxy by telephone or Internet but do not specify how you want your shares voted, then your shares will be voted by the persons named as proxies herein in accordance with the recommendations of the Board.

A “broker non-vote” occurs when a broker holding shares for a beneficial owner has not received voting instructions from the beneficial owner and the broker does not have discretionary authority to vote the shares. If you own your shares beneficially in “street name” through a broker and do not provide voting instructions to your broker, then your broker will not have the authority to vote your shares on any proposal presented at the Annual Meeting unless it has discretionary authority with respect to that proposal. In that case, your shares will be considered to be broker non-votes and will not be voted on that proposal. Whether a broker has discretionary authority depends on your agreement with your broker and the rules of the various regional and national exchanges of which your nominee is a member. Accordingly, it is very important that you instruct your broker on how to vote shares that you hold in street name.

Any shares held by a broker who has not received instructions from the beneficial owner as to how such shares are to be voted will have the same effect as a vote against Proposals 1, 2 and 3 and such shares will be counted for establishing the presence of a quorum only if such shares have been voted at the Annual Meeting on a matter other than a procedural motion. As a result, if you are a beneficial owner, we encourage you to provide voting instructions to the broker that holds your shares by carefully following the instructions provided to you by that broker.

Who will pay for the solicitation of proxies?

The Company will bear the costs and expenses of the Board’s soliciting of proxies, including the preparation, assembly, printing and mailing of this Proxy Statement, the Proxy Card, the Notice of Annual Meeting of Shareholders, the Annual Report and any additional information furnished to shareholders. Solicitation of proxies may be in person, by telephone, electronic mail or personal solicitation by our directors or officers. Other than the persons described in this Proxy Statement, including Morrow Sodali, no general class of employee of the Company will be used to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, our employees (who we refer to as our “associates”), officers and directors may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodian holding shares of the Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the beneficial owners of Common Stock.

When will the voting results be announced?

The final voting results will be reported on a Form 8-K, which will be filed with the Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting. If our final voting results are not available within four business days after the Annual Meeting, we will file a Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Form 8-K within four business days after the final voting results are known to us.

Do I have appraisal or dissenters’ rights?

No, you do not. Neither Pennsylvania law, nor the Company’s Articles of Incorporation or its Amended and Restated Bylaws (the “Bylaws”) provide for appraisal or other similar rights for dissenting shareholders in

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connection with any of the proposals set forth in this Proxy Statement. Accordingly, you will have no right to dissent and obtain payment for your shares in connection with such proposals.

What constitutes a quorum?

The presence, in person (for this meeting, only virtually) or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter constitutes a quorum for the conduct of business at the Annual Meeting. Under Pennsylvania law and the Company’s Bylaws, the presence of a quorum is required for each matter to be acted upon at the Annual Meeting. Broker non-votes will be counted for purposes of determining the presence of a quorum at the Annual Meeting only if such shares have been voted at the meeting on a matter other than a procedural motion. Abstentions will be counted for purposes of determining the presence of a quorum at the Annual Meeting.

What is the required vote?

In the case of the election of directors, the affirmative vote of holders of a majority of the shares of Common Stock present, in person (that is, virtually) or by proxy, at the Annual Meeting and entitled to vote with respect to the election of directors is required to elect the four (4) nominees. Votes that are withheld, shares that are not voted and broker non-votes will have the same effect as a vote against the election of directors.

The approval of each of the other proposals identified in this Proxy Statement requires the affirmative vote of holders of a majority of the Common Stock having voting power present at the Annual Meeting, in person (virtually) or by proxy. Abstentions and broker non-votes will have the same effect as a vote against each of these other proposals.

Although the Board knows of no other business to be presented at the Annual Meeting at this time, in the event that any other matters are properly brought before the Annual Meeting, any proxy given pursuant to this solicitation will be voted in accordance with the instructions of the Board as permitted by Rule 14a-4(c) of the Exchange Act.

Whom should I contact if I have questions?

Morrow Sodali is assisting us with our efforts to solicit proxies. If you have additional questions about the election of directors, this Proxy Statement or the Annual Meeting, or if you need assistance voting your shares, please contact:


	509 Madison Avenue Suite 1206 New York, NY 10022
	Banks and Brokers Call: (203) 561-6945 Stockholders Call Toll Free: (800) 662-5200 E-mail: CVLY@investor.morrowsodali.com

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE

BOARD’S NOMINEES ON PROPOSAL 1, “FOR” PROPOSAL 2, AND “FOR” PROPOSAL 3, USING

THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM.

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Cautionary Statement Regarding Forward-Looking Statements

This Proxy Statement may contain forward-looking statements by the Company. Forward-looking statements may include information concerning the financial condition, results of operations and business of the Company and its subsidiaries and include, but are not limited to, statements regarding expectations or predictions of future financial or business performance or conditions relating to the Company and its operations. These forward-looking statements may include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond the Company’s control). Forward-looking statements may also include, but are not limited to, discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, goals, expectations or consequences, and statements about future performance, expenses, operations, or products and services of the Company and its subsidiaries. Forward-looking statements can be identified by the use of words such as “may,” “should,” “will,” “could,” “believes,” “plans,” “expects,” “estimates,” “intends,” “anticipates,” “strives to,” “seeks,” “intends,” “anticipates” or similar words or expressions.

Forward-looking statements are not historical facts, nor should they be relied upon as providing assurance of future performance. Forward-looking statements are based on current beliefs, expectations and assumptions regarding the future of the Company’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Note that many factors, some of which are discussed elsewhere in this Proxy Statement could affect the future financial results of the Company and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in these forward-looking statements or in this Proxy Statement. Actual results could differ materially from those indicated in forward-looking statements due to, among others, the following factors:

•	changes in market interest rates and the persistence of the current inflationary environment in the U.S. and our market areas and the potential for an economic slowdown or recession;

•	the effects of financial challenges at other banking institutions that could lead to depositor concerns that spread within the banking industry causing disruptive deposit outflows and other destabilizing results;

•	legislative and regulatory changes, and the uncertain impact of new laws and regulations;

•	monetary and fiscal policies of the federal government;

•	the effects of changes in accounting policies and practices;

•	ineffectiveness of the Company’s business strategy due to changes in current or future market conditions; changes in deposit flows, the cost of funds, demand for loan products and the demand for financial services;

•	the effects of the COVID-19 pandemic, including on the Company’s credit quality and operations as well as its impact on general economic conditions;

•	competition; market volatility, market downturns, changes in consumer behavior, business closures;

•	adverse changes in the quality or composition of the Company’s loan, investment and mortgage-backed securities portfolios, including from the effects of the current inflationary environment;

•	geographic concentration of the Company’s business;

•	deterioration of commercial real estate values;

•	the adequacy of loan loss reserves and the Company’s transition to the Current Expected Credit Loss (CECL) method of reserving for losses in its loan portfolio;

•	deterioration in the credit quality of borrowers;

•	the Company’s ability to attract and retain key personnel;

•	the impact of operational risks, including the risk of human error, failure or disruption of internal processes and systems, including of the Company’s information and other technology systems;

•	failure or circumvention of our internal controls;

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•	the Company’s ability to keep pace with technological changes;

•	the Company’s ability to identify and adequately address cybersecurity and data breaches;

•	changes in government regulation and supervision and the potential for negative consequences resulting from regulatory examinations, investigations and violations;

•	the effects of adverse outcomes from claims and litigation;

•

occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, epidemics or pandemics, an outbreak or escalation of hostilities or other geopolitical instabilities, the effects of climate change or extraordinary events beyond the Company’s control, and the Company’s ability to deal effectively with disruptions caused by the foregoing; and

•	economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and fees.

For a discussion of other risks and uncertainties that could affect the Corporation, please refer to the “Cautionary Note Regarding Forward-Looking Statements and Summary of Risk Factors” and “Risk Factors” sections of our Annual Report on Form 10-K for the year-ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2023 and available on the SEC’s website at www.sec.gov or in the Investor Relations section of the Corporation’s website at www.peoplesbanknet.com. We include web addresses here as inactive textual references only. The Corporation makes no commitment to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this Proxy Statement.

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GOVERNANCE OF THE COMPANY

The Board believes that the purpose of corporate governance is to maximize long-term shareholder value in a manner consistent with applicable law and with the highest standards of integrity. The Board adheres to corporate governance practices that the Board and management believe promote this purpose, are sound and represent best practices. We continually review these governance practices against changes in applicable federal and Pennsylvania (the state in which we are incorporated) law, the rules and listing standards of the NASDAQ Stock Market, and the rules and regulations of the SEC, as well as best practices suggested by recognized governance authorities.

Currently, the Board has ten (10) members. The Board has determined that all directors, other than the President and Chief Executive Officer, are independent in accordance with the independence standards of the NASDAQ Stock Market.

In determining the directors’ independence, in addition to matters disclosed under “Related Person Transactions,” the Board considered each director’s beneficial ownership of the Company’s Common Stock and loan transactions between the Company’s wholly-owned bank subsidiary, PeoplesBank, A Codorus Valley Company (the “Bank” or “PeoplesBank”), and the directors, their family members and businesses with whom they are associated, as well as any contributions made by the Bank to non-profit organizations with whom such persons are associated. In each case, the Board determined that none of these transactions impaired the independence of the director.

The Board met eleven (11) times during 2022, which includes three (3) joint meetings with the Board of the Bank. During 2022, all directors attended over 80% of the meetings of the Board following their respective appointment to the Board, and all but two (2) directors attended 100% of the Board meetings following their respective appointment to the Board. A majority of the Company’s current Board has served on the Board for three (3) or fewer years and the average Board tenure is approximately four (4) years.

Board Structure – Independent Board Chair

The Company is led by its President and Chief Executive Officer and its independent Board Chair. The Board believes that having an independent, non-executive Board Chair is the appropriate leadership structure for the Company at the present time because it allows the President and Chief Executive Officer to focus on the day-to-day business of the Company, while allowing the Chair to lead the Board in its fundamental role of providing advice to, and oversight of, the Executive Leadership Team, consisting of the ten (10) senior executives of the Company. In making this determination, the Board recognizes the time and energy that the President and Chief Executive Officer is required to devote to his position in the current business and regulatory environment, particularly as the Board’s oversight responsibilities continue to grow.

Our Board Chair is currently responsible for ensuring the smooth functioning and efficient operation of the Board by guiding the processes of the Board, presiding at Board meetings and at shareholder meetings, and acting as a liaison between the Board and our management team. In this regard, the Chair consults regularly with our executives over business matters and provides our executives with consultation and advice on matters that require prompt attention.

The Corporate Governance Guidelines stipulate the following duties and responsibilities of the Board Chair:

•	Presiding at all Board and shareholder meetings and all executive sessions of independent directors;

•	Serving as a liaison between the President and Chief Executive Officer and the independent directors;

•	Pre-approving Board meeting agendas;

•	Pre-approving Board meeting schedules to assure that there is sufficient time for discussion of all agenda items;

•	Having the authority to convene meetings of the independent directors; and

•	If reasonably requested by shareholders, being available for consultation and direct communication with major shareholders.

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The Corporate Governance Guidelines also provide that the Board will schedule regular executive sessions that are chaired by the Board Chair, where the sole management director, the Company’s President and Chief Executive Officer, is not in attendance.

Board Committee Membership, Meetings and Responsibilities

The Board utilizes its committee structure to assist the Board with its responsibilities. There are four (4) standing committees of the Board: Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Risk Committee. The Board has adopted a written charter for each of the committees, which is available on the Company’s website at www.peoplesbanknet.com. Click on the “Your Business” link at the top of the home page, click on “Investor Relations” under the “Connect” heading, and then click on the “Governance Documents” link. The Board also maintains an Executive Committee composed of independent directors and the President and Chief Executive Officer, which is empowered to act, subject to limitations of Pennsylvania law, when it is impractical for the full Board to meet.

Each of the Audit, Compensation, and Risk Committees meet regularly, at least on a quarterly basis. The Corporate Governance and Nominating Committee meets on an as needed basis. In 2022, the Corporate Governance and Nominating Committee met three (3) times. The committees report their actions to, and discuss their responsibilities with, the full Board, generally through reports provided by each of the committee chairs.

All members of the Board’s four (4) standing committees and all committee Chairs are “independent,” and appointed annually by the Board on the recommendation of the Corporate Governance and Nominating Committee. Each committee chair presides over committee meetings, oversees committee agendas, and serves as a liaison between the committee members and the Board, as well as between committee members and the Executive Leadership Team.

The membership of each of the committees as of the date of this Proxy Statement is set forth in the table below.

Sarah M. Brown*

Yes

Brian D. Brunner*

Yes

Chair

Keith M. Cenekofsky, CPA

Yes

Chair

Member

Cynthia A. Dotzel, CPA

Yes

Member

Chair

Scott V. Fainor*

Yes

Member

			Page
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			1
GENERAL			4
GOVERNANCE OF THE COMPANY			12
PROPOSAL 1 – ELECTION OF DIRECTORS			23
INFORMATION CONCERNING SECURITY OWNERSHIP			30
BENEFICIAL OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS			31
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			32
RELATED PERSON TRANSACTIONS AND POLICIES			54
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			55
PROPOSAL 2 – ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION			56
PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			57
REPORT OF THE AUDIT COMMITTEE			58
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			59
AVAILABILITY OF PROXY MATERIALS			60
HOUSEHOLDING OF PROXY MATERIALS			60
ADDITIONAL INFORMATION			60
OTHER MATTERS			60

SEC Form DEF 14A filed by Codorus Valley Bancorp Inc