Citizens Financial Services Inc 8-K, filed Nov 23, 2022
Citizens Financial Services Inc (CZFS)
8-K
2022-11-23
For: 2022-11-23
View Original
Added on
April 09, 2026
About this 8-K
Citizens Financial Services Inc filed this 8-K on November 23, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
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): November 23, 2022
(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 ) 662-2121
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 22, 2022, the Board of Directors (the “Board”) of Citizens Financial Services, Inc. (the “Company”) approved and
adopted an amendment (the “Bylaws Amendment”) to the Amended and Restated Bylaws of the Company to provide for a retirement age of seventy-two (72) for members of the Board by providing that no person will be eligible for election, reelection, appointment or reappointment to the Board if such person has reached seventy-two (72) years of age or older on or prior to such election, reelection, appointment
or reappointment to the Board.
The foregoing description of the Bylaws Amendment is not complete and is qualified in its entirety by reference to the text of
the Bylaws Amendment, a copy of which is filed as Exhibit 3.1 hereto and the terms of which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit
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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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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 thereunto duly authorized.
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CITIZENS FINANCIAL SERVICES, INC.
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November 23, 2022
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By:
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/s/ Stephen J. Guillaume
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Stephen J. Guillaume
Chief Financial Officer
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Exhibit 3.1
AMENDMENT NO. 1
TO AMENDED AND RESTATED BYLAWS OF
CITIZENS FINANCIAL SERVICES, INC.
The Amended and Restated Bylaws of Citizens Financial Services, Inc. are hereby amended by adding the following Article II, Section 214:
“Section
214. Additional Qualifications. No person shall be eligible for election, reelection, appointment or reappointment to the Board if such person has reached seventy-two (72) years of age or older on or prior to such election, reelection, appointment or
reappointment to the Board.”
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Adopted: November 22, 2022
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By:
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/s/ Gina Marie Boor |
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| Gina Marie Boor |
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| Corporate Secretary |
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