Citizens Financial Services Inc 8-K, filed Aug 26, 2022
Citizens Financial Services Inc (CZFS)
8-K
2022-08-26
For: 2022-08-22
View Original
Added on
April 09, 2026
About this 8-K
Citizens Financial Services Inc filed this 8-K on August 26, 2022, reporting on events of August 22, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
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): August 22, 2022
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
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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 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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(f) Determination and
Payment of Annual Incentive Plan Awards for Fiscal Year 2021
On August 22, 2022, the Board of Directors of Citizens Financial Services, Inc.
(the “Company”) completed its determination of the annual bonus amounts for the Company’s named executive officers under the Company’s Annual Incentive Plan for the fiscal year ending December 31, 2021. This information was not included in the
Summary Compensation Table (the “Summary Compensation Table”) in the Company’s Definitive Proxy Statement for its 2022 Annual Meeting of Shareholders, filed with the U.S. Securities and Exchange Commission on March 10, 2022 (the “Proxy
Statement”), because the amounts had not been determined at the time of filing of the Proxy Statement. In accordance with Item 5.02(f) of Form 8-K, this Form 8-K is being filed to update certain compensation disclosures previously included in
the Proxy Statement to reflect the bonuses awarded to the named executive officers under the Company’s Annual Incentive Plan for fiscal year 2021.
Randall E. Black, who serves as Chief Executive Officer (“CEO”) and President of
the Company and of First Citizens Community Bank (the “Bank”), and Mickey L. Jones, who serves as Executive Vice President, Chief Operating Officer and Treasurer of the Company and of the Bank, earned bonuses in the amounts of $505,608 and
$205,493, respectively, which were paid to each such named executive officer in cash. In addition, Messrs. Black and Jones each received an award of shares of the Company’s common stock granted under the Company’s 2016 Equity Incentive Plan
(each, a “Share Award”). The Share Award for Mr. Black was granted to Mr. Black on August 24, 2022, and is comprised of 282 shares of the Company’s common stock. The grant date fair value of Mr. Black’s Share Award is $20,944, computed in
accordance with Financial Accounting Board Accounting Standards Codification Topic 718 – Share Based Payment based on the per share price of the Company’s common stock on the date of grant ($74.27 per share). The Share Award for Mr. Jones was
granted to Mr. Jones on August 22, 2022, and is comprised of 157 shares of the Company’s common stock. The grant date fair value of Mr. Jones’ Share Award is $11,660, computed in accordance with Financial Accounting Board Accounting Standards
Codification Topic 718 – Share Based Payment based on the per share price of the Company’s common stock on the date of grant ($74.27 per share).
Stephen J. Guillaume, who serves as Senior Vice President and Chief Financial
Officer of the Company and of the Bank, earned a bonus in the amount of $28,093, of which 70% was paid in cash and 30% was paid in the form of an award of restricted shares of the Company’s common stock granted under the Company’s 2016 Equity
Incentive Plan (the “Restricted Share Award”). The Restricted Share Award was granted to Mr. Guillaume on May 19, 2022, and is comprised of 124 restricted shares of the Company’s common stock. The grant date fair value of the Restricted Share
Award is $8,413, computed in accordance with Financial Accounting Board Accounting Standards Codification Topic 718 – Share Based Payment based on the per share price of the Company’s common stock on the date of grant ($67.85 per share). The
Restricted Share Award will vest in three approximately equal annual installments commencing on May 19, 2023.
The foregoing bonus amounts, to the extent paid in cash, should be reflected in the Non-Equity
Incentive Plan Compensation column of the Summary Compensation Table for fiscal year 2021. Mr. Black’s and Mr. Jones’ Share Awards and Mr. Guillaume’s Restricted
Share Award should be reflected in the Stock Awards column of the Summary Compensation Table for fiscal year 2021. In addition, the amounts in the Total column of the Summary Compensation Table for fiscal year 2021 for Messrs. Black, Jones and
Guillaume have increased to $1,669,844, $756,360 and $180,040, respectively.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of
Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Black, our CEO and President. Such information was not available in full
at the time of filing of the Proxy Statement because at such time, Mr. Black’s Annual Incentive Plan award for fiscal year 2021 had not yet been determined. As permitted by Instruction 6 to Item 402(u) of Regulation S-K, we thus omitted the CEO
pay ratio disclosure required by Item 402(u) of Regulation S-K from the Proxy Statement, and have included the required CEO pay ratio disclosure in this Form 8-K.
The Compensation/Human Resources Committee monitors the relationship between the compensation of our executive
officers and of our non-managerial employees. This is the fifth year we are disclosing the ratio of the pay of our CEO/President to our median employee (pay ratio). To determine the median employee, we considered all employees, including
full-time, part-time and seasonal employees employed as of the last day of our fiscal year, December 31, 2021. We also considered all wages earned for the fiscal year, including:
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Regular pay for salaried and hourly employees.
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Wages for overtime.
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Miscellaneous taxable cash benefits such as cash incentives, cell phone allowance, and referral fee income.
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For purposes of determining the pay ratio, the total compensation of our CEO/President includes all compensation
reported in the Summary Compensation Table. The total compensation of the median employee was determined in the same manner as was used for the CEO/President in the Summary Compensation Table.
Median Annual Compensation of All Employees:
$39,957
Total Annual Compensation of CEO/President:
$1,669,844
Pay Ratio:
41.8
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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Date: August 26, 2022
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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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