Citizens Financial Services Inc 8-K, filed Apr 26, 2021
Citizens Financial Services Inc (CZFS)
About this 8-K
Citizens Financial Services Inc filed this 8-K on April 26, 2021, reporting on events of April 20, 2021.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
|
|
|
|
|
|
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
|
|
|
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
•
|
to remove the limitation on the number of directors that can be added to the Board of Directors
between elections of directors by the Company’s shareholders (such amendment, the “Board Composition Charter Amendment”);
|
|
•
|
to provide for the advancement of expenses by the Company to any director, officer, employee or
agent of the Company with respect to any action, suit or proceeding that such person is made a party to by reason of the fact that he or she is or was a director, officer, employee or agent of the Company (such amendment, the “Expense
Advancement Charter Amendment”); and
|
|
•
|
to provide that no merger, consolidation, liquidation or dissolution of the Company nor any
action that would result in the sale or other disposition of all or substantially all of the assets of the Company shall be valid unless first approved by the affirmative vote of a majority of the votes cast by all shareholders entitled to
vote on the matter (such amendment, the “Extraordinary Transaction Approval Charter Amendment”).
|
|
|
Robert W. Chappell
|
Roger C. Graham, Jr.
|
E. Gene Kosa
|
R. Joseph Landy
|
||||||||||
|
For
|
|
|
2,949,936
|
|
|
2,957,909
|
|
2,954,634
|
|
|
2,937,981
|
|||
|
Withheld
|
|
|
71,540
|
|
|
63,567
|
66,842
|
|
|
83,495
|
||||
|
Broker Non-Votes
|
238,718
|
238,718
|
238,718
|
238,718
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
Broker Non-Votes
|
||
|
3,239,277
|
|
9,127
|
|
11,790
|
⸻
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
Broker Non-Votes
|
||
|
2,791,399
|
|
110,228
|
|
119,849
|
238,718
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
Broker Non-Votes
|
||
|
2,640,139
|
|
338,678
|
|
42,659
|
238,718
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
Broker Non-Votes
|
||
|
2,758,528
|
|
221,737
|
|
41,211
|
238,718
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
Broker Non-Votes
|
||
|
2,706,542
|
|
174,303
|
|
140,631
|
238,718
|
|
Exhibit
Number
|
|
Description
|
|
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
|
CITIZENS FINANCIAL SERVICES, INC.
|
|
|
|
|
|
|
|
|
|
|
Date: April 26, 2021
|
By:
|
/s/ Stephen J. Guillaume
|
|
|
|
Stephen J. Guillaume
|
|
|
|
Chief Financial Officer
|
Exhibit 3.1
ARTICLES OF AMENDMENT
OF
THE RESTATED ARTICLES OF INCORPORATION
OF
CITIZENS FINANCIAL SERVICES, INC.
April 22, 2021
Citizens Financial Services, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Business Corporation Law of 1988, as amended (the “BCL”), does hereby certify as follows:
1. That the name of this corporation is Citizens Financial Services, Inc., and that this corporation was originally incorporated under the name Citizens Financial Services, Inc., pursuant to Articles of Incorporation filed with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania on April 30, 1984, which Articles of Incorporation were amended and restated effective April 17, 2018 (as amended and restated, the “Articles of Incorporation”).
2. That the address of the Corporation’s registered office in the Commonwealth of Pennsylvania is:
Citizens Financial Services, Inc.
15 South Main Street
Mansfield, Pennsylvania 16933
3. The Board of Directors of the Corporation duly adopted resolutions, pursuant to Section 1914(c) of the BCL, setting forth amendments to the Articles of Incorporation and declaring said amendment to be advisable and in the best interests of the Corporation. The shareholders of the Corporation duly approved said proposed amendments at a meeting of the shareholders in accordance with Section 1914(a) of the BCL.
4. Effective as of the time of the filing of these Articles of Amendment of the Articles of Incorporation with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania, the text of the Articles of Incorporation is hereby amended as follows:
A. Article Tenth of the Articles of Incorporation is hereby by deleting such Article Tenth and replacing it in its entirety with the following:
“TENTH. The Board shall consist of not less than five nor more than twenty-five shareholders, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any meeting thereof.”
B. Article Fifteenth of the Articles of Incorporation is hereby amended by deleting such Article Tenth and replacing it in its entirety with the following:
“FIFTEENTH. A. To the extent permitted by the Pennsylvania Business Corporation Law, and any amendments thereto, and sections relating thereto, subject to Federal regulatory restrictions, the Board of Directors of the Corporation shall cause the Corporation to indemnify any person who was or is threatened to be made a party to any threatened, pending, or completed actions, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, including any amount paid to the institution itself as a result of an action or suit by or in the right of the Corporation. All expenses incurred in good faith by or on behalf of the director, officer, employee or agent of the Corporation with respect to any such action, suit, or proceeding shall, upon written request submitted to the Secretary of the Corporation, be advanced to such person by the Corporation prior to final disposition of such action, suit, or proceeding, subject to any obligation which may be imposed by law or by provision in these Restated Articles of Incorporation, the Bylaws, an agreement or otherwise to repay the Corporation in certain events.
To the extent permitted by law, the Board of Directors of the Corporation shall cause the Corporation to purchase and maintain insurance on behalf of any person who is or was against any liability asserted against him or her and incurred by him or her in any such capacity, and arising out of his or her status as such.
B. A director of the Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his or her office under Section 1713 of the Pennsylvania Business Corporation Law (relating to standard of care and justifiable reliance); and
(2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
Exception. The provisions of this section shall not apply to:
(1) the responsibility or liability of a director pursuant to any criminal statute; or
(2) the liability of a director for the payment of taxes pursuant to local, State or Federal law.”
C. Article Sixteenth of the Articles of Incorporation is hereby amended by deleting such Article Tenth and replacing it in its entirety with the following:
“SIXTEENTH. No merger, consolidation, liquidation or dissolution of the Corporation nor any action that would result in the sale of other disposition of all or substantially all of the assets of the Corporation shall be valid unless first approved by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter.”
[Signature page follows]
IN WITNESS WHEREOF, these Articles of Amendment have been executed by a duly authorized officer of the Corporation on this 22nd day of April, 2021.
| CITIZENS FINANCIAL SERVICES, INC. |
|||
|
|
By:
|
/s/ Randall E. Black |
|
| Randall E. Black |
|||
| Chief Executive Officer and President |
|||
|
•
|
to ratify the appointment of S.R. Snodgrass, A.C., Certified Public Accountants, as the independent auditor for
the Company for the fiscal year ending December 31, 2021;
|
|
•
|
to approve the compensation of the Company’s named executive officers as disclosed in the Company’s Definitive
Proxy Statement filed on March 11, 2021;
|
|
•
|
to amend Article Tenth of the Company’s Restated Articles of Incorporation to remove the limitation on the annual
increase in the number of directors (the “Board Composition Charter Amendment”);
|
|
•
|
to amend Article Fifteenth of the Company’s Restated Articles of Incorporation to provide for the advancement of
expenses in connection with legal action against directors, officers, employees or agents of the Company (the “Expense Advancement Charter Amendment”); and
|
|
•
|
To amend Article Sixteenth of the Company’s Restated Articles of Incorporation to revise the voting standard to
approve merger transactions to a majority of votes cast (the “Extraordinary Transaction Approval Charter Amendment” and, together with the Board Composition Charter Amendment and the Expense Advancement Charter Amendment, the “Amendments”).
|