CZFS 8-K
Citizens Financial Services Inc (CZFS)
8-K
2024-06-24
For: 2024-06-18
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): June 18, 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
On June 18, 2024, the Board of Directors of Citizens Financial Services, Inc. (the “Company”) amended the Company’s
Supplemental Employee Retirement Plan (the “SERP”) with respect to the SERP benefit for the Company’s President and Chief Executive Officer, Randall E. Black (the “Third Amendment”). As a result of the Third Amendment, in lieu of using his average
annual compensation during the three consecutive completed calendar years preceding the year of his termination of employment or change in his role with the Company resulting in a reduction of his salary as the “Final Average Pay” for purposes of
calculating Mr. Black’s SERP benefit, Mr. Black’s “Final Average Pay” will be calculated based on his highest average annual compensation from any three non-consecutive completed calendar years of service in the ten completed calendar years
preceding his termination of employment.
The foregoing description of the Third Amendment is qualified in its entirety by reference to the text of the Third
Amendment, filed herewith as Exhibit 10.1, which is incorporated herein by reference.
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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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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June 24, 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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THIRD AMENDMENT TO THE
FIRST CITIZENS COMMUNITY BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Third Amendment (this “Amendment”) to the First Citizens Community Bank Supplemental Executive Retirement Plan, as amended (the
“SERP”), is effective as of June 18, 2024.
W I T N E S S E T H:
WHEREAS, First Citizens Community
Bank (the “Bank”) maintains the SERP for the benefit of certain senior officers; and
WHEREAS, the Board of Directors of
the Bank resolved to amend the SERP to make certain modifications to the definition of the term Final Average Pay, effective as of June 18, 2024.
NOW, THEREFORE, the SERP is hereby
amended as follows:
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1.
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The definition of the term “Final Average Pay” is hereby deleted in its entirety and the following substituted in lieu thereof:
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“Final Average Pay” means the
average of an Executive’s annual Compensation during the three completed calendar years preceding the Executive’s termination of employment; provided, however, that solely with respect to the Executive(s) identified in Appendix B to the Plan, if, at
any time during the three completed calendar years preceding the Executive’s termination of employment, the Executive transitioned to a different position with the Company and his or her salary was reduced in connection with such transition, then the
Executive’s Final Average Pay shall be determined based on the three completed calendar years preceding the calendar year during which the Executive transitioned to such different position; provided, further, that solely with respect to the
Executive(s) identified in Appendix C to the Plan, the Executive’s Final Average Pay shall be determined based on the highest average annual Compensation the Executive earned during any three non-consecutive completed calendar years of service in the
ten completed calendar years preceding such Executive’s termination of employment.
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2.
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Appendix B to the SERP is deleted in its entirety, to be replaced by the Appendix B attached to this Amendment.
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3.
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Appendix C attached to this Amendment is hereby added as Appendix C to the SERP.
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IN WITNESS WHEREOF, the Bank has
caused this Amendment to be executed by its duly authorized officer on June 18, 2024.
APPENDIX B
Mickey L. Jones
APPENDIX C
Randall E. Black