SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 23, 1996
Date of Report (Date Of Earliest Event Reported)
ONBANCorp, Inc.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware
(State Or Other Jurisdiction Of Incorporation)
000-18011 16-1345830
(Commission File Number) (IRS Employer Identifi-
cation No.)
101 South Salina Street
Syracuse, New York 13202
(Address Of Principal Executive Offices) (Zip Code)
(315) 424-4400
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
(Former Name Or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On April 23, 1996, ONBANCorp, Inc. (the "Company") held
its 1996 Annual Meeting of Shareholders (the "Meeting").
The eight items to be voted on by the shareholders
included the election of five nominees of the Board of Directors
to serve as members of the Board for three-year terms expiring at
the 1999 Annual Meeting of the Shareholders of the Company
("Proposal 1"); the ratification of the appointment of KPMG Peat
Marwick LLP as the Company's independent auditors for the fiscal
year ending December 31, 1996 ("Proposal 2"); a shareholder
proposal regarding business combinations with certain interested
stockholders ("Proposal 3"); a shareholder proposal to amend the
Company's By-Laws to decrease the percentage of shareholders
necessary to call a special meeting ("Proposal 4"); a shareholder
proposal regarding the procedures governing the election and
removal of directors ("Proposal 5"); a shareholder proposal
regarding the Board of Directors' consideration of various
factors in certain sale of control transactions ("Proposal 6"); a
shareholder proposal requesting that the Board of Directors take
steps to cause a sale or merger of the Company ("Proposal 7");
and a shareholder proposal regarding the implementation of
cumulative voting in the election of Directors of the Company
("Proposal 8").
Proposals 1, 2 and 7 were formally presented at the
Meeting and the Company officially recognizes the following
results of the voting on those Proposals, as certified by the
Inspectors of Election:
PROPOSAL 1: ELECTION OF DIRECTORS
Name FOR WITHHOLD
William F. Allyn 10,949,802 1,622,583
Chester D. Amond 10,951,931 1,620,455
Russell A. King 10,954,970 1,617,416
J. Kemper Matt 10,951,537 1,620,849
Peter O'Donnell 10,952,604 1,619,782
The terms of office of the following persons continued after the
Meeting: Robert J. Bennett, William J. Donlon, Henry G.
Lavarnway, Jr., John D. Marsellus, Peter J. Meier, T. David
Stapleton, Jr., William J. Umphred, Sr., Thomas H. van Arsdale,
John L. Vensel and Joseph N. Walsh, Jr.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The appointment of KPMG Peat Marwick LLP as independent auditors
to the Company was approved by the shareholders of the Company.
BROKER
FOR AGAINST ABSTAIN NON-VOTES
11,786,119 744,090 42,172 6
PROPOSAL 7: SHAREHOLDER PROPOSAL REGARDING SALE OR MERGER OF COMPANY
The shareholders of the Company rejected Proposal 7.
BROKER
FOR AGAINST ABSTAIN NON-VOTES
3,487,392 6,386,912 293,085 2,404,998
None of the proponents or their authorized representa-
tives of Proposals 3, 4, 5, 6 and 8 presented such proposals for
action at the Meeting and, accordingly, the Company has deemed
such proposals not properly presented and therefore does not
recognize any vote thereon. However, the voting results with
respect to such proposals, as tallied by the Inspectors of
Election, are as follows:
PROPOSAL 3: SHAREHOLDER PROPOSAL ON INTERESTED STOCKHOLDER
BUSINESS COMBINATIONS
BROKER
FOR AGAINST ABSTAIN NON-VOTES
5,210,237 4,821,460 137,180 2,403,510
PROPOSAL 4: SHAREHOLDER PROPOSAL ON SHAREHOLDERS ABILITY TO
CALL A SPECIAL MEETING
BROKER
FOR AGAINST ABSTAIN NON-VOTES
5,345,742 4,696,781 124,456 2,405,408
PROPOSAL 5: SHAREHOLDER PROPOSAL ON ELECTION AND REMOVAL OF DIRECTORS
BROKER
FOR AGAINST ABSTAIN NON-VOTES
5,566,924 4,468,618 133,337 2,403,508
PROPOSAL 6: SHAREHOLDER PROPOSAL ON CONSIDERATION OF NON-PRICE
FACTORS IN SALE OF CONTROL TRANSACTIONS
BROKER
FOR AGAINST ABSTAIN NON-VOTES
3,709,192 6,199,048 259,140 2,405,007
PROPOSAL 8: SHAREHOLDER PROPOSAL TO ESTABLISH CUMULATIVE VOTING
BROKER
FOR AGAINST ABSTAIN NON-VOTES
4,458,443 5,528,386 182,050 2,403,508
SIGNATURE
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 hereunder duly authorized.
Dated: May 3, 1996
ONBANCORP, INC.
By: /s/ Robert J. Berger
__________________________________
Name: Robert J. Berger
Title: Senior Vice President, Treasurer
and Chief Financial Officer
