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PFIS Peoples Financial Services

Filed: 18 May 21, 5:09pm

 

 

 

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 15, 2021

(Date of earliest event reported)

 

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its charter)

 

001-36388

(Commission File Number)

 

PA23-2391852
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $2.00 par valuePFISThe 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 Company’s 2021 annual meeting of shareholders was held on May 15, 2021. 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 2024 annual meeting of shareholders and until his or her 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, 2021.

 

The names of each director elected at the annual meeting, as well as the number of votes cast for and against, and 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.  3,207,737   746,597   3,617   1,154,249 
James B. Nicholas  3,040,615   901,918   15,418   1,154,249 

 

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
 
 3,737,204   86,556   134,191   1,154,249 

 

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, 2021, 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
 
 5,085,259   11,769   15,172    

 

 

 

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 18, 2021

 

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