| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 17, 2024, Mickey L. Jones, Senior Executive Vice President and Chief Operating Officer of Citizens Financial Services, Inc. (the “Company”) and of First Citizens Community Bank (the “Bank”), notifed the Company that he will retire from such positions effective June 7, 2024.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) and (b)
On April 16, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The shareholders of the Company voted on four proposals at the Annual Meeting. The proposals are described in detail in the Company’s Definitive Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 7, 2024. The final results for the votes regarding each proposal are set forth below.
| 1. | Election of Class 1 Directors |
At the Annual Meeting, the following persons were duly elected as Class 1 directors, to serve until the Company’s 2027 Annual Meeting of Shareholders:
| | | Robert W. Chappell | | Roger C. Graham, Jr. | | R. Joseph Landy |
| For | | 2,381,288 | | 2,469,037 | | 2,262,161 |
| Withheld | | 392,564 | | 304,815 | | 511,691 |
| Broker Non-Votes | | 626,012 | | 626,012 | | 626,012 |
| 2. | Ratification of S.R. Snodgrass, P.C. as the Company’s Independent Registered Public Accounting Firm |
At the Annual Meeting, the Company’s shareholders ratified the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The table below sets forth the voting results for this proposal:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
| 3,129,668 | | 250,377 | | 19,819 | | ⸻ | |
| 3. | Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement |
At the Annual Meeting, the Company’s shareholders approved, by non-binding advisory vote, the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
| 2,265,150 | | 453,427 | | 55,275 | | 626,012 | |
| 4. | Advisory vote on the frequency of the advisory vote to approve the compensation of the Company’s named executive officers |
At the Annual Meeting, the Company’s shareholders voted, on a non-binding basis, for the shareholder vote on the compensation paid to the Company’s named executive officers to be held on an annual basis. The table below sets forth the voting results for this proposal:
| One Year | | Two Years | | Three Years | | Abstentions | |
| 2,421,783 | | 23,349 | | 84,973 | | 243,747 | |
The results reported above are final voting results.
| (d) | Consistent with the Board of Directors’ recommendation, and in light of the shareholder vote on the frequency of shareholder vote on executive compensaiton, the Company has determine to include in its proxy materials the shareholder advisory vote on the compensation of its named executive officers yearly. |
Item 8.01. Other Events.
Following Mr. Kosa’s retirement at the Annual Meeting, the Board reduced the size of the Citizens Financial Services, Inc. Board from twelve (12) to eleven (11) directors, and the First Citizesn Community Bank Board from fifteen (15) to fourteen (14) directors.
On April 17, 2024, the Company issued a press release related to the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | | Description |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
