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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report: May 11, 2024

(Date of earliest event reported)

 

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its charter)

 

001-36388

(Commission File Number)

 

PA 23-2391852
(State or other jurisdiction of incorporation) (IRS Employer of Identification No.)

 

150 North Washington Avenue, Scranton, Pennsylvania   18503-1848
(Address of principal executive offices)    (Zip Code)

 

(570) 346-7741

(Registrant’s telephone number, including area code)

 

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 Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $2.00 par value PFIS The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

 

 

 

 

 

 

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

 

The 2024 annual meeting of shareholders of Peoples Financial Services Corp. (the “Company”) was held on May 11, 2024. At the annual meeting, the shareholders of the Company voted to elect two directors to the Company’s board of directors, each to serve until the 2027 annual meeting of shareholders and until his successor has been selected and qualified; to approve, on an advisory basis, the compensation of the Company’s named executive officers; and to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

The names of each director elected at the annual meeting, as well as the number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each director nominee, are as follows:

 

Name  For   Against   Abstain   Broker
Non-Votes		 
Richard S. Lochen, Jr.   2,657,253    1,078,052    37,900    1,171,445 
James B. Nicholas   3,212,469    510,888    49,848    1,171,445 

 

As to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

 

For   Against   Abstain   Broker
Non-Votes		 
 3,459,261    230,544    83,400    1,171,445 

 

As to the ratification of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

 

For   Against   Abstain   Broker
Non-Votes		 
 4,826,756    69,450    48,444    0 

 

 

 

 

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 hereunto duly authorized.

 

  PEOPLES FINANCIAL SERVICES CORP.
   
   
  By: /s/ Craig W. Best
   

Craig W. Best

Chief Executive Officer

    (Principal Executive Officer)
   
Date: May 14, 2024  

 

 

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Entity File Number 001-36388
Entity Registrant Name PEOPLES FINANCIAL SERVICES CORP.
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Entity Tax Identification Number 23-2391852
Entity Incorporation, State or Country Code PA
Entity Address, Address Line One 150 North Washington Avenue
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Entity Address, State or Province PA
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Title of 12(b) Security Common stock, $2.00 par value
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