Citizens Financial Services Inc. Reports 2024 Annual Meeting Results

TL;DR

CFS shareholders voted on directors and other matters at the 2024 annual meeting.

AI Summary

Citizens Financial Services Inc. announced the results of its 2024 Annual Meeting of Shareholders held on April 16, 2024. The filing details the election of directors and other matters voted upon by shareholders.

Why It Matters

This filing provides shareholders with the official outcomes of the annual meeting, including the election of directors, which is crucial for corporate governance and strategic direction.

Risk Assessment

Risk Level: low — The filing reports on routine annual meeting results and does not indicate any significant new risks or changes in the company's operations.

Key Players & Entities

• CITIZENS FINANCIAL SERVICES INC (company) — Registrant
• April 16, 2024 (date) — Date of earliest event reported
• 2024 Annual Meeting of Shareholders (event) — Subject of the report

FAQ

Key Financial Figures

• $1.00 — ch registered Common Stock, Par Value $1.00 Per Share CZFS NASDAQ Capital Marke

Filing Documents

• annualmeetingresults2024.htm (8-K) — 46KB
• annualmeetingpressrelease.htm (EX-99.1) — 3KB
• 0000739421-24-000025.txt ( ) — 185KB
• czfs-20240416.xsd (EX-101.SCH) — 4KB
• czfs-20240416_lab.xml (EX-101.LAB) — 21KB
• czfs-20240416_pre.xml (EX-101.PRE) — 16KB
• annualmeetingresults2024_htm.xml (XML) — 4KB

02

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.

07. Submission of Matters to a Vote of Security Holders

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

01. Other Events

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 99.1 Press Release, dated April 17, 2024 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. CITIZENS FINANCIAL SERVICES, INC. April 17, 2024 By: /s/ Stephen J. Guillaume Stephen J. Guillaume Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR