Citizens Financial Services Inc 8-K, filed Apr 21, 2023
Citizens Financial Services Inc (CZFS)
8-K
2023-04-21
For: 2023-04-18
View Original
Added on
April 09, 2026
About this 8-K
Citizens Financial Services Inc filed this 8-K on April 21, 2023, reporting on events of April 18, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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 18, 2023
(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 5.07 Submission of Matters to a Vote of Security Holders.
On April 18, 2023, Citizens Financial Services, Inc. (the “Company”) held its annual meeting of stockholders (“Annual
Meeting”) at which the Company’s shareholders considered the following
proposals: (i) to elect four Class 3 directors, (ii) to ratify the appointment of S.R. Snodgrass, P.C., Certified
Public Accountants, as the independent registered public accounting firm for the
Company for the fiscal year ending December 31, 2023 and (iii) to approve the Citizens Financial Services, Inc. 2023
Employee Stock Purchase Plan. 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 9, 2023. The final results for the votes
regarding each proposal are set forth below.
Election of Class 3 Directors
At the Annual Meeting, the following individuals were elected as Class 3
directors, each to serve a three-year term, by the following vote:
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FOR
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WITHHELD
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BROKER
NON-VOTES
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Randall E. Black
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1,585,854
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108,965
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668,989
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Rinaldo A. DePaola
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1,574,140
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120,679
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668,989
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Janie M. Hilfiger
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1,544,917
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149,902
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668,989
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Mickey L. Jones
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1,578,335
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116,484
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668,989
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Ratification of S.R. Snodgrass as the Company’s Independent Registered Public Accounting Firm
At the Annual Meeting, the Company’s shareholders ratified the appointment of S.R. Snodgrass, P.C., Certified Public Accountants, as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2023 by the following vote:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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2,337,732
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17,637
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8,439
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Approval Of Citizens Financial Services, Inc. 2023 Employee Stock Purchase Plan
At the Annual Meeting, the Citizens Financial Services, Inc. 2023 Employee Stock Purchase Plan was approved by the following vote:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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1,532,823
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147,852
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14,144
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668,989
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The total shares voted at the annual meeting were 2,363,808.
Item 7.01
Regulation FD Disclosure.
A copy of the presentation made by CEO & President Randall E. Black at the Annual Meeting is attached hereto as Exhibit 99.1, and is being furnished
herewith pursuant to Item 7.01.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On April 21, 2023, the Company issued a press release titled “Citizens Financial
Services, Inc. Holds Annual Meeting.” A copy of the press release is attached hereto as Exhibit 99.2, and is being filed herewith pursuant to Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit Number
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Description
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SIGNATURES
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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Date: April 21, 2023
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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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Exhibit 99.2
FOR IMMEDIATE RELEASE
CONTACT:
Randall E. Black
Chief Executive Officer & President
570-662-2121
CITIZENS FINANCIAL SERVICES, INC. HOLDS ANNUAL MEETING
Mansfield, Pennsylvania; April 21, 2023. Citizens Financial Services, Inc. held its annual meeting on April 18, 2023 at First Citizens Community Bank, 11499
Route 6, Wellsboro, Pennsylvania.
At the annual meeting, four Class 3 directors were elected to serve for three-year terms, and until their successors are elected and qualified: Randall E.
Black, Rinaldo A. DePaola, Janie M. Hilfiger, Mickey L. Jones. The four Class 3 directors will serve until the April 2026 Annual Meeting.
The following corporate directors retained their positions but were not standing for election this year: Robert W. Chappell, Roger C. Graham, Jr., E. Gene
Kosa, R. Joseph Landy, Thomas E. Freeman, Christopher W. Kunes, David Z. Richards, Jr., and Alletta M. Schadler
Additionally, shareholders voted 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, 2023, and approved the Citizens Financial Services, Inc. 2023 Employee Stock Purchase Plan.