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): February 15, 2022
JUNIATA VALLEY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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Pennsylvania | | 0-13232 | | 23-2235254 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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Bridge and Main Streets, Mifflintown, Pennsylvania | | 17059 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (855) 582-5101
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Not Applicable |
(Former name or former address if changed since last report.) |
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:
☐ 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
None | | N/A | | N/A |
Juniata Valley Financial Corp.
Current Report on Form 8-K
Item 5.03Amendments to Articles of Incorporation or Bylaws
On February 15, 2022, the Board of Directors of Juniata Valley Financial Corp. amended the Company’s By-Laws. Specifically, Section 8.2 of the By-Laws was amended to permit a Director who has attained the age of seventy-five (75) to continue his or her service as a Director for a period of up to one additional year beyond the Director’s 75th birthday as may be reasonably necessary to allow for appropriate succession planning for such Director as well as for any director vacancies that are anticipated within such one-year period. The By-Laws, as amended, are attached as Exhibit 3(ii) to this current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibits. The exhibits listed in the Exhibit Index accompanying this Form 8-K are furnished herewith.
Exhibit Index
Exhibit No. |
| Description |
3(ii) |
| By-Laws of Juniata Valley Financial Corp. (Amended and Restated as of February 15, 2022) |
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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 thereunto duly authorized.
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| | Juniata Valley Financial Corp. | ||
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Date: February 17, 2022 | | By: | /s/ JoAnn McMinn | |
| | Name: | JoAnn McMinn | |
| | Title: | EVP, Chief Financial Officer |