Citizens Financial Services Inc 8-K, filed Apr 17, 2025
Citizens Financial Services Inc (CZFS)
8-K
2025-04-17
For: 2025-04-15
View Original
Added on
April 09, 2026
About this 8-K
Citizens Financial Services Inc filed this 8-K on April 17, 2025, reporting on events of April 15, 2025.
Items reported
- Item 5.07: Shareholder vote results
- 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 15, 2025
(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 15, 2025, the Company held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The shareholders of the Company
voted on three 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 6, 2025. The final results for the votes regarding each proposal are set forth below.
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1.
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Election of Directors
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At the Annual Meeting, the following person was duly elected as a Class 1 director, to serve until the Company’s 2027 Annual Meeting of
Shareholders:
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John P. Painter II
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For
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2,481,949
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Withheld
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275,998
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Broker Non-Votes
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648,527
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At the Annual Meeting, the following persons were duly elected as Class 2 directors, to serve until the Company’s 2028 Annual Meeting of
Shareholders:
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Thomas E.
Freeman
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Christopher W. Kunes
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Terry B.
Osborne
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David Z.
Richards, Jr.
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For
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2,365,553
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2,445,806
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2,491,206
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2,481,952
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Withheld
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392,394
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312,141
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266,741
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275,995
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Broker Non-Votes
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648,527
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648,527
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648,527
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648,527
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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, 2025. 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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3,186,380
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209,424
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10,670
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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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2,417,208
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306,004
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34,735
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648,527
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The results reported above are final voting results.
Item 8.01. Other Events.
As previously disclosed, Alletta M. Schadler retired from the Board of Directors of the Company
(the “Board”) and from the Board of Directors of First Citizens Community Bank (the “Bank Board”) immediately prior to the Annual Meeting. Following Ms. Schadler’s retirement, the size of the Board was reduced from thirteen (13) to twelve (12)
directors, and the size of the Bank Board was reduced from fourteen (14) to thirteen (13) directors.
On April 16, 2025, 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, 2025
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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, 2025. Citizens Financial Services, Inc. held its 2025 annual meeting of shareholders (the “Annual Meeting”) on April 15,
2025 at First Citizens Community Bank, 11499 Route 6, Wellsboro, Pennsylvania.
At the Annual Meeting, John P. Painter II was duly elected to serve as a Class 1 director for a two-year term, and until his successor is elected and
qualified. Class 1 directors will serve until the April 2027 Annual Meeting.
At the Annual Meeting, the following four Class 2 directors were duly elected to serve for three-year terms, and until their successors are elected and
qualified: Thomas E. Freeman, Christopher W. Kunes, Terry B. Osborne, and David Z. Richards, Jr. The four Class 2 directors will serve until the April 2028 Annual Meeting.
The following corporate directors retained their positions but were not standing for election this year: Randall E. Black, Rinaldo A. DePaola, Janie M.
Hilfiger, Mickey L. Jones, Robert W. Chappell, Roger C. Graham, Jr., and R. Joseph Landy.
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, 2025, and (2) to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.