Orrstown to acquire Codorus Valley in stock deal; Kauffman to become CEO

ORRSTOWN FINANCIAL SERVICES INC

Codorus Valley shareholders to receive 0.875 Orrstown shares per CVLY share (exchange ratio).
Termination fee of $8.3 million payable by either party under certain conditions.
Board expands to 13 members with 6 directors from Codorus Valley; Zullinger Chairman, Messick Vice Chairman.
Craig Kauffman (Codorus Valley CEO) to become Orrstown President/CEO by June 1, 2025; $600k salary + 10,000 restricted shares.
Orrstown amended bylaws to eliminate director age limit of 75.

item 1.01 item 5.03 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ORRSTOWN FINANCIAL SERVICES INC: Eliminated director age limitation of 75 years of age in Article III, Section 3-14 of the By-Laws (effective 2023-12-12).

Change: bylaw amendment
Effective: 2023-12-12

Exact text from the filing

Effective December 12, 2023, the board of directors of Orrstown amended Article III, Section 3-14 of the By-Laws to eliminate the director age limitation of 75 years of age.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ORRSTOWN FINANCIAL SERVICES INC entered into Agreement and Plan of Merger with Codorus Valley Bancorp, Inc. (effective 2023-12-12).

Action: entry
Agreement: merger
Counterparty: Codorus Valley Bancorp, Inc.
Effective: 2023-12-12

Exact text from the filing

On December 12, 2023, Orrstown Financial Services, Inc., a Pennsylvania corporation (“ Orrstown ”), and Codorus Valley Bancorp, Inc., a Pennsylvania corporation (“ Codorus Valley ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”)

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11 governance changes filed in the last 30 days. Browse all governance changes →

ORRSTOWN FINANCIAL SERVICES INC filing history →

Source: SEC EDGAR

accession 0001193125-23-293399

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