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

CITIZENS FINANCIAL SERVICES INC
(Exact name of registrant as specified in its charter)

Pennsylvania
 
001-41410
 
23-2265045
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

15 S MAIN ST
MANSFIELD, Pennsylvania
 
16933
(Address of principal executive offices)
 
(Zip code)

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:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $1.00 Per Share
 CZFS
 NASDAQ Capital Market

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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
Exhibit
Number
 
Description
 
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
  
       
June 24, 2024
By:
/s/ Stephen J. Guillaume
  
    Stephen J. Guillaume
  
    Chief Financial Officer
  
       



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:

1.
The definition of the term “Final Average Pay” is hereby deleted in its entirety and the following substituted in lieu thereof:

“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.

2.
Appendix B to the SERP is deleted in its entirety, to be replaced by the Appendix B attached to this Amendment.

3.
Appendix C attached to this Amendment is hereby added as Appendix C to the SERP.

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