8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) January 31, 2020

PEOPLES FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Mississippi

(State or Other Jurisdiction of Incorporation)

(228) 435-5511

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

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 Instructions 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 Principal Officers; Election of Directors; Appointment of Principal Officer

Rex E. Kelly and Dan Magruder notified Peoples Financial Corporation (the “Company”) on January 31, 2020 that they do not intend to stand for re-election and intend to retire from the Board of Directors of the Company, effective the date of the next annual meeting, which will be on April 22, 2020.

In connection with their upcoming retirements from the Company’s Board of Directors, on January 31, 2020, Messrs. Kelly and Magruder also tendered their resignations from the Board of Directors of The Peoples Bank, Biloxi, Mississippi (the “Bank”). The Bank is a wholly owned subsidiary of the Company.

The Company issued a press release announcing these resignations on January 31, 2020.

Item 9.01. Financial Statements and Exhibits.

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.

Dated: January 31, 2020

Exhibit 99.1: Peoples Financial Corporation Press Release Dated January 31, 2020

FOR IMMEDIATE RELEASE

For more information, contact:

Paul D. Guichet, Vice President

228-435-8761

pguichet@thepeoples.com

PEOPLES FINANCIAL CORPORATION ANNOUNCES

DIRECTOR RETIREMENTS

BILOXI, MS ( January 31, 20 20 ) — Peoples Financial Corporation (OTCQX Best Market: PFBX), parent of The Peoples Bank, today announced directors Rex E. Kelly and Dan Magruder will not stand for reelection at the annual shareholders meeting on April 22, 2020 and will retire from the holding company (“Company”) board when their current term is completed at that time. Accordingly, Messrs. Kelly and Magruder tendered their resignations on January 31, 2020 from the board of directors of The Peoples Bank, Biloxi, Mississippi (“Bank”). They have both indicated their resignations are for personal reasons.

“We are very grateful to these highly-regarded gentlemen for their many years of wise counsel, commitment and loyalty to The Peoples Bank and Peoples Financial Corporation,” said Chevis C. Swetman, Chairman and Chief Executive Officer. He added, “We will miss them yet understand their desire to fully enjoy retirement. I appreciate their leadership in identifying outstanding additions to the Bank board during the last two years as a part of our succession planning.”

Mr. Kelly, 72, has served as a director of the Bank since 1996 and as a director of the Company since 2002. Until his retirement in 2005, he was Director of Corporate Communications for Mississippi Power Company, a subsidiary of The Southern Company, Gulfport, MS. Subsequently, he worked as a consultant in the area of strategic communications/corporate and public relations.

Mr. Magruder, 72, has served as a director of the Bank since 1993 and as a director of the Company since 2000. Mr. Magruder joined Rex Distributing Company, Inc., a beverage distributor headquartered in Gulfport, MS, in 1987 serving as president until his retirement in 2016.

Founded in 1896, with $595 million in assets as of December 31, 2019, The Peoples Bank operates 18 branches along the Mississippi Gulf Coast in Hancock, Harrison, Jackson and Stone counties. In addition to offering a comprehensive range of retail and commercial banking services, the bank also operates a trust and investment services department that has provided customers with financial, estate and retirement planning services since 1936.

Peoples Financial Corporation is listed on the OTCQX Best Market under the symbol PFBX. Additional information is available on the Internet at www.thepeoples.com.

This news release contains forward-looking statements and reflects industry conditions, company performance and financial results. These forward-looking statements are subject to a number of risk factors and uncertainties which could cause the Company’s actual results and experience to differ from the anticipated results and expectation expressed in such forward-looking statements.