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: May 13, 2023
(Date of earliest event reported)
PEOPLES FINANCIAL SERVICES CORP.
(Exact name of registrant as specified in its charter)
001-36388
(Commission File Number)
| PA | 23-2391852 |
| (State or other jurisdiction of incorporation) | (IRS Employer of Identification No.) |
| 150 North Washington Avenue, Scranton, Pennsylvania | | 18503-1848 |
|---|
| (Address of principal executive offices) | | (Zip Code) |
(570) 346-7741
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $2.00 par value | PFIS | The Nasdaq Stock Market |
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 May 13, 2023, the shareholders of Peoples Financial Services Corp. (the “Company”) approved the Peoples Financial Services Corp. 2023 Equity Incentive Plan (the “Plan”), which was submitted to the shareholders for approval at the 2023 annual meeting of shareholders of the Company.
Subject to certain adjustments, the maximum number of shares of the Company’s common stock (referred to in this report as “common stock” or “shares”) that may be issued under the Plan is the sum of: 120,000 shares, plus up to 31,696 additional shares underlying awards outstanding under the Company’s 2017 Equity Incentive Plan that expire, terminate, are canceled or forfeited without issuance to the holder thereof of the full number of shares to which the award related. The Plan provides for the grant of the following equity-based and cash-based incentive awards to participants: stock options, stock appreciation rights, restricted stock, restricted stock units, and other cash or stock-based awards. Each award is subject to the terms and conditions set forth in the Plan and to any other terms and conditions specified and memorialized in a written award agreement. Any of the Company’s employees, directors, consultants, and other service providers, or those of the Company’s affiliates, are eligible to participate in the Plan and may be selected by the compensation committee to receive an award. However, in accordance with applicable tax rules, only the Company’s employees (and the employees of the Company’s subsidiary corporations) are eligible to be granted incentive stock options.
The Plan vests broad powers in a committee to administer and interpret the Plan. The Company’s board of directors will designate the compensation committee to administer the Plan. Except when limited by the terms of the Plan, the compensation committee has the authority to, among other things: select the persons to be granted awards; determine the type, size and term of awards; establish performance objectives and conditions for earning awards; determine whether such performance objectives and conditions have been met; and accelerate the vesting or exercisability of an award. In its discretion, the compensation committee may delegate all or part of its authority and duties with respect to granting awards to one or more individuals, subject to certain limitations and provided applicable law so permits.
The Company’s board of directors may amend, alter or discontinue the Plan and the compensation committee may amend any outstanding award at any time; provided, however, that no such amendment or termination may adversely affect awards then outstanding without the holder’s permission. In addition, any amendments seeking to increase the total number of shares reserved for issuance under the Plan or modifying the classes of participants eligible to receive awards under the Plan will require ratification by the Company’s shareholders in accordance with applicable law.
The Company’s definitive proxy statement dated April 5, 2023 contains additional information about the Plan. A copy of the Plan is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2023 annual meeting of shareholders of the Company was held on May 13, 2023. At the annual meeting, the shareholders of the Company voted to elect three directors to the Company’s board of directors, each to serve until the 2026 annual meeting of shareholders and until his or her successor has been selected and qualified; to approve, on an advisory basis, the compensation of the Company’s named executive officers; to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and to approve the Peoples Financial Services Corp. 2023 Equity Incentive Plan.
The names of each director elected at the annual meeting, as well as the number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each director nominee, are as follows:
| Name | | For | | | Against | | | Abstain | | | Broker
Non-Votes | |
| Sandra L. Bodnyk | | | 3,357,624 | | | | 587,161 | | | | 20,410 | | | | 1,045,590 | |
| Ronald G. Kukuchka | | | 3,230,613 | | | | 708,961 | | | | 25,621 | | | | 1,045,590 | |
| Elisa Zúñiga Ramirez | | | 3,794,351 | | | | 153,127 | | | | 17,717 | | | | 1,045,590 | |
As to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:
| For | | | Against | | | Abstain | | | Broker
Non-Votes | |
| | 3,615,386 | | | | 216,071 | | | | 133,738 | | | | 1,045,590 | |
As to the ratification of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:
| For | | | Against | | | Abstain | | | Broker
Non-Votes | |
| | 4,896,595 | | | | 81,714 | | | | 32,476 | | | | 0 | |
As to the proposal to approve the Peoples Financial Services Corp. 2023 Equity Incentive Plan, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:
| For | | | Against | | | Abstain | | | Broker
Non-Votes | |
| | 3,556,447 | | | | 329,497 | | | | 79,251 | | | | 1,045,590 | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed with this Form 8-K:
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.
| | PEOPLES FINANCIAL SERVICES CORP. |
| | |
| | By: | /s/ Craig W. Best |
| | | Craig W. Best |
| | | Chief Executive Officer
(Principal Executive Officer) |
| | |
| Date: May 17, 2023 | |
Exhibit Index
