Current Report Filing (8-k)
May 19 2020 - 4:44PM
Edgar (US Regulatory)
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 16, 2020
(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 5.02
|
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Debra E. Adams has notified Peoples Financial
Services Corp. (the “Company”) of her intention to retire from the Company and its subsidiary, Peoples Security Bank
and Trust Company (the “Bank”), effective June 30, 2020. Ms. Adams is retiring after 46 years of service with the
Bank in various roles. In her role as Executive Vice President, Chief Operations Officer and Secretary, Ms. Adams had been identified
as the Company’s principal operating officer. On May 16, 2020, the Company determined that she is no longer functioning
as the Company’s principal operating officer.
On May 16, 2020, the Company also determined
that Thomas P. Tulaney, Senior Executive Vice President and Chief Operating Officer is functioning as the Company’s principal
operating officer. Mr. Tulaney, age 60, was appointed to his current position in May 2017. Additional information regarding Mr.
Tulaney, his experience, compensation and certain transactions is included in the Company’s definitive proxy statement for
its 2020 annual meeting of shareholders, filed with the Securities and Exchange Commission on April 16, 2020, and is incorporated
in this item by reference.
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
The Company’s 2020 annual meeting
of shareholders was held on May 16, 2020. 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 2023 annual meeting of shareholders and until her or his successor
has been selected and qualified; to approve a proposal to amend the Company’ articles of incorporation to adopt a majority
voting standard in uncontested elections of directors; to approve, on an advisory basis, the compensation of the Company’s
named executive officers; to approve, on an advisory basis, one year as the frequency of future advisory votes on the compensation
of our named executive officers; and to ratify the selection of Baker Tilly Virchow Krause, LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2020.
The names of each director elected at the
annual meeting, as well as the number of votes cast for or withheld and the number of broker non-votes as to each director nominee,
are as follows:
Name
|
|
For
|
|
|
Withheld
|
|
|
Broker
Non-Votes
|
|
Sandra L. Bodnyk
|
|
|
3,691,972
|
|
|
|
100,434
|
|
|
|
1,615,821
|
|
Ronald G. Kukuchka
|
|
|
3,016,851
|
|
|
|
775,555
|
|
|
|
1,615,821
|
|
As to the proposal to amend the Company’
articles of incorporation to adopt a majority voting standard in uncontested elections of directors, 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
|
|
|
3,671,111
|
|
|
|
29,351
|
|
|
|
91,944
|
|
|
|
1,615,821
|
|
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
|
|
|
3,539,282
|
|
|
|
139,886
|
|
|
|
113,238
|
|
|
|
1,615,821
|
|
As to the proposal to approve, on an advisory
basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers, the number of
votes cast for each of one year, two years, and three years, as well as the number of abstentions and broker non-votes, are as
follows:
One Year
|
|
|
Two Years
|
|
|
Three Years
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
3,375,509
|
|
|
|
110,554
|
|
|
|
79,631
|
|
|
|
226,712
|
|
|
|
1,615,821
|
|
As to the ratification of Baker Tilly Virchow
Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020,
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
|
|
|
5,376,506
|
|
|
|
17,255
|
|
|
|
14,466
|
|
|
|
–
|
|
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
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: May 19, 2020
|
|
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