Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 18, 2021, Cortland Bancorp ("Cortland") held its 2021 Annual Meeting of Shareholders (the "Annual Meeting"). At the close of business on March 15, 2021, there were 4,217,117 Cortland common shares outstanding and entitled to vote. At the 2021 Annual Meeting, 2,832,018 or 67.15% of the outstanding common shares entitled to vote were represented by proxy or in person. A summary of the matters voted upon by the shareholders and the final voting results for each such matter are set forth below.

(a) The first issue voted upon at the Annual Meeting was the election of four directors


    for a three-year term to expire at the 2024 Annual Meeting of Shareholders.



                                        Number of Votes

                            For         Withheld      Broker Non-Votes
Hicham Chahine            1,840,066         7,491               984,461
James E. Hoffman, III     1,830,725        16,832               984,461
Joseph E. Koch            1,800,135        47,422               984,461
Timothy K. Woofter        1,803,246        44,311               984,461

(b) The second issue was to approve, on an advisory basis, the executive


    compensation of Cortland's named executive officers.



                Number of Votes

   For      Against   Abstain   Broker Non-Votes
1,607,887   121,598   118,072       984,461

(c) The third issue was the ratification of S.R. Snodgrass, P.C. as Cortland's


    independent auditor for the fiscal year ending December 31, 2021.



   For      Against   Abstain
2,786,709   19,997    25,312

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