SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: October 14, 2005
CORTLAND BANCORP
(Exact name as specified in its charter)
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| Ohio
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000-13814
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34-1451118 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number
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(I.R.S. Employer
Identification No.) |
194 West Main Street, Cortland, Ohio 44410
(Address of principal executive officer, including Zip Code)
Registrant’s telephone number, including area code: (330) 637-8040
[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 Instructions
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement
The Board of Directors of Cortland Bancorp voted October 11, 2005 to increase the retainer for
serving on the Board of Directors of Cortland Bancorp’s bank subsidiary, The Cortland Savings and
Banking Company, to $18,000 annually, paid in monthly installments of $1,500. The previous annual
retainer of $15,000 had been in place since the year 2000. The Board also approved an increase in
the stipend paid to management directors. Management directors receiving $6,000 annually since
1986 will now earn $7,200 per year, paid in monthly installments of $600. The director emeritus
compensation, last revised in January of 2005, will increase from $250 per meeting to $300 per
meeting, subject to an annual maximum compensation of $6,000 which remains unchanged. To remain in
‘good standing,’ directors emeritus are now required to attend a minimum of 75% of the Board
meetings as are all directors. Effective immediately, these changes will be reflected in October’s
director compensation.