UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On September 17, 2025, Community Financial System, Inc.’s (the “Company”) Board of Directors (the “Board”) elected John A. Vaccaro as a new independent director, effective as of October 1, 2025. Mr. Vaccaro serves as Chairman Emeritus of MML Investors Services, LLC (“MML Investors Services”), a national broker-dealer and registered investment advisor with over $285 billion in assets under management. He is also Chairman of MassMutual Private Wealth & Trust, FSB, a federal savings bank. Both organizations are subsidiaries of Massachusetts Mutual Life Insurance Company (“Mass Mutual”).
Mr. Vaccaro was Head of MassMutual Financial Advisors and Chief Executive Officer of MML Investors Services from 2009 until March 2025, when he stepped down as Chief Executive Officer in connection with his upcoming retirement in 2026. Mr. Vaccaro brings extensive expertise in life insurance, wealth management, property and casualty insurance, mergers and acquisitions, business strategy, financial oversight, and regulatory compliance.
Mr. Vaccaro currently serves on the Board of Governors of the Financial Industry Regulatory Authority (“FINRA”) and previously served on its regional district committee (2009–2012). He was also a Director of the Securities Industry and Financial Markets Association from 2022 to 2024.
The Board has determined that Mr. Vaccaro qualifies as an independent director under New York Stock Exchange and Board standards. With his appointment, the Board now consists of 13 directors, 12 of whom are independent. Mr. Vaccaro has also joined the Board of Directors of Community Bank, N.A., the Company’s banking subsidiary, and will serve on its Trust Committee.
There are no arrangements or understandings with any person regarding Mr. Vaccaro’s selection as director. Mr. Vaccaro has no related party transactions with the Company requiring disclosure under Item 404(a) of Regulation S-K. He will receive compensation consistent with other non-employee directors, as described in the Company’s Proxy Statement on Schedule 14A.
A copy of the press release announcing Mr. Vaccaro’s appointment is attached hereto as Exhibit 99.1 and is incorporated by reference into this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release, dated September 17, 2025, issued by Community Financial System, Inc. |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Community Financial System, Inc. | ||
| By: | /s/ Michael N. Abdo | |
| Name: | Michael N. Abdo | |
| Title: | Executive Vice President and General Counsel | |
| Dated: September 18, 2025 | ||
Exhibit Index
| Exhibit Number | Description | |
| 99.1 | Press Release, dated September 17, 2025, issued by Community Financial System, Inc. | |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |