UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |||||||||||||
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2)) | |||||||||||||
| ¨ | Definitive Proxy Statement | |||||||||||||
| x | Definitive Additional Materials | |||||||||||||
| ¨ | Soliciting Material Pursuant to § 240.14a-12 | |||||||||||||
| ORRSTOWN FINANCIAL SERVICES, INC. | ||||||||||||||
| (Name of Registrant as Specified in its Charter) | ||||||||||||||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||||||||||||
| Payment of filing fee (Check the appropriate box): | ||||||||||||||
| x | No fee required | |||||||||||||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||||||||||
| (1) | Title of each class of securities to which transaction applies: | |||||||||||||
| (2) | Aggregate number of securities to which transaction applies: | |||||||||||||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing fee is calculated and state how it was determined): | |||||||||||||
| (4) | Proposed maximum aggregate value of transaction: | |||||||||||||
| (5) | Total fee paid: | |||||||||||||
| ¨ | Fee paid previously with preliminary materials. | |||||||||||||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||||||||||
| (1) | Amount previously paid: | |||||||||||||
| (2) | Form, Schedule or Registration Statement No.: | |||||||||||||
| (3) | Filing Party: | |||||||||||||
| (4) | Date Filed: | |||||||||||||
April 2, 2020
Fellow Shareholders:
In response to the COVID-19 pandemic, Orrstown Financial Services, Inc. has determined it is in the best interest of our shareholders, board, employees, and the communities we serve to conduct the Company’s annual meeting of shareholders as a “virtual meeting.”
Shareholders will not be able to attend the meeting in-person. Rather, shareholders may attend the annual meeting virtually by visiting the website listed below and following the instructions on that site. The date and time of the meeting have not changed. The meeting will still be held at 9:00 am local time, Tuesday, April 28th, 2020.
Attending the Virtual Meeting: Registration Starts at 9:00 EDT on April 24th, 2020
In order to attend the virtual meeting, you must first contact your broker or bank and receive a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer, our transfer agent, to obtain a meeting control number. The contact information for Continental Stock Transfer is proxy@continentalstock.com or call 917-262-2373. To ensure you receive your meeting control number in time, you should contact Continental Stock Transfer no later than Friday April 24th, 2020.
All information about the annual meeting, including our proxy statement and annual report, are available at www.cstproxy.com/orrstown/2020. This is the go-to location for everything related to the meeting. It contains all instructions, phone numbers, the meeting webcast, how-to-vote links, and contact information.
Voting Your Shares
You may vote your shares in the following ways:
•The proxy form previously sent to you with our proxy statement and annual report contained instructions on how to vote your shares by signing and returning the proxy card mailed to you, vote electronically, or vote telephonically. We encourage you to vote prior to the annual meeting. This will ensure your shares are represented and voted at the meeting.
•However, if you receive a legal proxy from your broker or bank, your shares may only be voted by logging into the site referenced above and following the instructions to vote.
We appreciate your patience and cooperation as we work to do our part to protect the safety and health of our shareholders, board, employees, and communities.
Sincerely,
Thomas R. Quinn
President & CEO