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FKYS First Keystone

Filed: 12 May 21, 12:53pm

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 (Date of earliest event reported): May 6, 2021

First Keystone Corporation

(Exact name of Registrant as specified in its charter)

Pennsylvania

    

000-21344

    

23-2249083

(State or other

(Commission

(IRS Employer

jurisdiction of

File Number)

Identification No.)

incorporation)

111 West Front Street, Berwick, Pennsylvania

    

18603

(Address of principal executive offices)

(Zip Code)

(570) 752-3671

(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 class

Symbol

Name of exchange on which registered

Common Stock

FKYS

OTC: Pink

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.

CURRENT REPORT ON FORM 8-K

ITEM 5.07    Submission of Matters to a Vote of Security Holders

On May 6, 2021, First Keystone Corporation (the “Corporation”) held a Virtual Annual Meeting of Shareholders. A total of 5,883,670 shares of the Corporation’s common stock were entitled to vote as of March 12, 2021, the record date for the Annual Meeting. There were 4,344,458 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on two proposals. Set forth below are the matters acted upon by the shareholders at the Virtual Annual Meeting, and the final voting results of each such proposal.

Proposal No. 1 – Election of Class A Directors

The shareholders voted to elect three (3) Class A Directors to serve for a term of three (3) years and until their successor is elected and qualified. The results of the vote were as follows:

Name

    

For

    

Withheld

    

Broker Non-Votes

Michael L. Jezewski

3,225,118

118,721

1,000,619

William E. Rinehart

3,264,293

79,546

1,000,619

David R. Saracino

3,221,220

122,619

1,000,619

Proposal No. 2 – Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2021

The shareholders voted to ratify the selection of Baker Tilly US, LLP as the Corporation’s independent registered public accounting firm for the fiscal year 2021. The results of the vote were as follows:

For

    

Against

    

Abstain

    

Broker Non-Votes

4,318,198

11,374

14,886

0

ITEM 7.01    Regulation FD Disclosure

On May 6, 2021, members of management gave presentations at the Annual Meeting. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.

ITEM 9.01    Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number

    

Description

99.1

Annual Meeting Presentation Slides

99.2

Press release dated May 12, 2021

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST KEYSTONE CORPORATION

(Registrant)

 

 

Dated: May 12, 2021

/s/ Elaine A. Woodland

Elaine A. Woodland

President & Chief Executive Officer