Citizens Financial Services Inc. Announces Annual Meeting of Shareholders

TL;DR

<b>Citizens Financial Services, Inc. will hold its Annual Meeting of Shareholders on April 16, 2024, to elect directors, ratify auditors, and vote on executive compensation.</b>

AI Summary

CITIZENS FINANCIAL SERVICES INC (CZFS) filed a Proxy Statement (DEF 14A) with the SEC on March 7, 2024. Annual Meeting scheduled for April 16, 2024, at 10:00 a.m. local time. Shareholders will vote on electing three Class 1 directors for three-year terms. Ratification of S.R. Snodgrass, P.C. as independent auditors for fiscal year ending December 31, 2024. Advisory vote on executive compensation for named executive officers. Advisory vote on the frequency of executive compensation advisory votes.

Why It Matters

For investors and stakeholders tracking CITIZENS FINANCIAL SERVICES INC, this filing contains several important signals. Shareholders have the opportunity to influence board composition by electing directors. The meeting allows shareholders to provide feedback on executive compensation practices.

Risk Assessment

Risk Level: low — CITIZENS FINANCIAL SERVICES INC shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Shareholders should review the proxy materials to make informed decisions on director elections and executive compensation.

Key Numbers

• 3 — Directors to be elected (Class 1 directors to serve for three-year terms)
• 2024 — Fiscal Year End (Fiscal year ending December 31, 2024)
• 10:00 a.m. — Meeting Time (Annual Meeting time)
• February 26, 2024 — Record Date (Shareholders of record at close of business on this date are entitled to notice)
• March 7, 2024 — Notice Mailing Date (Date when Notice of Internet Availability of Proxy Materials began mailing)

Key Players & Entities

• CITIZENS FINANCIAL SERVICES INC (company) — Registrant
• S.R. Snodgrass, P.C. (company) — independent registered public accounting firm
• PA (location) — State of Incorporation
• Pennsylvania (location) — Meeting location
• February 26, 2024 (date) — Record date for shareholders
• March 7, 2024 (date) — Mailing date of Notice of Internet Availability
• April 16, 2024 (date) — Annual Meeting date

FAQ

Industry Context

Citizens Financial Services, Inc. operates as a commercial bank, providing financial services to its customers.

Regulatory Implications

The filing is made under Schedule 14A of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Evaluate the proposal to ratify the appointment of S.R. Snodgrass, P.C. as independent auditors.
3. Consider the advisory votes on executive compensation and its frequency.

Key Dates

• 2024-04-16: Annual Meeting of Shareholders — Election of directors, ratification of auditors, and advisory votes on executive compensation.
• 2024-02-26: Record Date — Shareholders of record on this date are entitled to receive notice of the meeting.
• 2024-03-07: Mailing of Notice of Internet Availability — Commencement of providing access to proxy materials via the internet.

Year-Over-Year Comparison

This is a definitive proxy statement (DEF 14A) filed for the 2024 annual meeting, indicating a routine corporate governance event.

Filing Documents

• proxy2024.htm (DEF 14A) — 553KB
• image0.jpg (GRAPHIC) — 66KB
• image00001.jpg (GRAPHIC) — 58KB
• image00004.jpg (GRAPHIC) — 60KB
• image00005.jpg (GRAPHIC) — 27KB
• image00006.jpg (GRAPHIC) — 26KB
• 0000739421-24-000011.txt (&nbsp;) — 880KB

From the Filing

DEF 14A 1 proxy2024.htm 2024 DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant 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 Definitive Additional Materials Soliciting Material under 240.14a-12 Citizens 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 all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. CITIZENS FINANCIAL SERVICES, INC. 15 South Main Street Mansfield, Pennsylvania 16933 570-662-2121 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 16, 2024 NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual Meeting") of Citizens Financial Services, Inc. (the "Company") will be held at First Citizens Community Bank, 11499 Route 6, Wellsboro, Pennsylvania, at 10:00 a.m., local time, on Tuesday, April 16, 2024, for the following purposes: 1. To elect three Class 1 directors to serve for three-year terms, and until their successors are duly elected and qualified; 2. To ratify the appointment of S.R. Snodgrass, P.C., Certified Public Accountants, as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024; 3. To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in this proxy statement; 4. To vote, on a non-binding advisory basis, regarding the frequency of the non-binding advisory vote to approve the compensation of the Company's named executive officers; and 5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. NOTE: The Board of Directors is not aware of any other business to come before the meeting. Record holders of the Company's common stock at the close of business on February 26, 2024 are entitled to receive notice of the Annual Meeting and any adjournment or postponement of the meeting. Instead of mailing a printed copy of our proxy materials, including our 2023 Annual Report to Shareholders, to each shareholder of record, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all shareholders. Accordingly, on March 7, 2024, we began mailing the Notice of Internet Availability of Proxy Materials (the "Notice"), or our proxy materials. The Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. If you previously elected to receive a printed copy of the materials, we have enclosed a copy of our 2023 Annual Report to Shareholders with this Notice and Proxy Statement. BY ORDER OF THE BOARD OF DIRECTORS Randall E. Black Chief Executive Officer and President March 7, 2024 Mansfield, Pennsylvania IMPORTANT: The prompt return of proxies will save the Company the expense of further requests for proxies in order to ensure a quorum. Shareholders of record may submit a proxy by Internet or by requesting a printed copy of the proxy materials and using the enclosed proxy card. You can also vote in person during the Annual Meeting. Voting instructions are printed on your proxy card or vote authorization. _____________________________________________________________________________________________ PROXY STATEMENT OF CITIZENS FINANCIAL SERVICES, INC. _____________________________________________________________________________________________ This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of Citizens Financial Services, Inc., (the "Company"), a Pennsylvania corporation headquartered at 15 South Main Street, Mansfield, Pennsylvania 16933, to be used at the Annual Meeting of Shareholders (the "Annual Meeting"). The Annual Meeting will be held at First Citizens Community Bank, 11499 Route 6, Wellsboro, Pennsylvania, on Tuesday, April 16, 2024 at 10:00 a.m. local time. The Proxy 2024. GENERAL INFORMATION ABOUT VOTING Who Can Vote at the Meeting You are entitled to vote your shares of the Company's common stock only if the records of the Company show that you held your shares as of the close of business on February 26, 2024 (the "Record Date"). As of the close of business on the Record Date, a total of 4,706,994 shares of common

View Full Filing

View this DEF 14A filing on SEC EDGAR