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 | |||