CZFS 8-K
Citizens Financial Services Inc (CZFS)
8-K
2024-04-17
For: 2024-04-16
View Original
Added on
April 09, 2026
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): April 16, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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(Address of principal executive offices)
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(Zip code)
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Registrant's telephone number, including area code (570 ) 662-0444
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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):
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
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On April 17, 2024, Mickey L. Jones, Senior Executive Vice President and Chief Operating Officer of
Citizens Financial Services, Inc. (the “Company”) and of First Citizens Community Bank (the “Bank”), notifed the Company that he will retire from such positions effective June 7, 2024.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) and (b)
On April 16, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The shareholders of the Company
voted on four proposals at the Annual Meeting. The proposals are described in detail in the Company’s Definitive Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 7, 2024. The final
results for the votes regarding each proposal are set forth below.
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1.
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Election of Class 1 Directors
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At the Annual Meeting, the following persons were duly elected as Class 1 directors, to serve until the Company’s 2027 Annual Meeting of
Shareholders:
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Robert W. Chappell
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Roger C. Graham, Jr.
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R. Joseph Landy
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For
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2,381,288
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2,469,037
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2,262,161
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Withheld
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392,564
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304,815
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511,691
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Broker Non-Votes
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626,012
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626,012
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626,012
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2.
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Ratification of S.R. Snodgrass, P.C. as the Company’s Independent Registered Public Accounting Firm
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At the Annual Meeting, the Company’s shareholders ratified the appointment of S.R. Snodgrass, P.C. as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2024. The table below sets forth the voting results for this proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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3,129,668
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250,377
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19,819
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⸻
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3.
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Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the
proxy statement
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At the Annual Meeting, the Company’s shareholders approved, by non-binding advisory vote, the compensation of the
Company’s named executive officers. The table below sets forth the voting results for this proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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2,265,150
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453,427
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55,275
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626,012
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4.
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Advisory vote on the frequency of the advisory vote to approve the compensation of the Company’s named
executive officers
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At the Annual Meeting, the Company’s shareholders voted, on a non-binding basis, for the shareholder vote on
the compensation paid to the Company’s named executive officers to be held on an annual basis. The table below sets forth the voting results for this proposal:
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One Year
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Two Years
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Three Years
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Abstentions
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2,421,783
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23,349
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84,973
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243,747
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The results reported above are final voting results.
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n/a
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| (d) |
Consistent with the Board of Directors’ recommendation, and in light of the shareholder vote on the frequency of shareholder vote on executive compensaiton, the
Company has determine to include in its proxy materials the shareholder advisory vote on the compensation of its named executive officers yearly.
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Item 8.01. Other Events.
Following Mr. Kosa’s retirement at the Annual Meeting, the Board reduced the size of the Citizens
Financial Services, Inc. Board from twelve (12) to eleven (11) directors, and the First Citizesn Community Bank Board from fifteen (15) to fourteen (14) directors.
On April 17, 2024, the Company issued a press release related to the Annual Meeting. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit
Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
| CITIZENS FINANCIAL SERVICES, INC. |
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April 17, 2024
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By:
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/s/ Stephen J. Guillaume |
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| Stephen J. Guillaume |
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| Chief Financial Officer |
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FOR IMMEDIATE RELEASE
CONTACT:
Randall E. Black
Chief Executive Officer & President
570-662-2121
CITIZENS FINANCIAL SERVICES, INC. HOLDS ANNUAL MEETING
Mansfield, Pennsylvania; April 17, 2024. Citizens Financial Services, Inc. held its 2024 annual meeting of shareholders (the “Annual Meeting”) on April 16,
2024 at First Citizens Community Bank, 11499 Route 6, Wellsboro, Pennsylvania.
At the Annual Meeting, the following four Class 1 directors were duly elected to serve for three-year terms, and until their successors are elected and
qualified: Robert W. Chappell, Roger C. Graham, Jr., and R. Joseph Landy. The three Class 1 directors will serve until the April 2027 Annual Meeting.
The following corporate directors retained their positions but were not standing for election this year: Randall E. Black, Rinaldo A. DePaola, Mickey L.
Jones, R. Joseph Landy, Thomas E. Freeman, Christopher W. Kunes, David Z. Richards, Jr., and Alletta M. Schadler.
Additionally, shareholders voted (1) 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, 2024, (2) to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, and (3) to take an advisory vote each year to approve the compensation of the
Company’s named executive officers.