Orrstown Financial Services, Inc. Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>Orrstown Financial Services, Inc. invites shareholders to its 2024 virtual Annual Meeting on April 30, 2024.</b>

AI Summary

ORRSTOWN FINANCIAL SERVICES INC (ORRF) filed a Proxy Statement (DEF 14A) with the SEC on March 22, 2024. The 2024 Annual Meeting of Shareholders for Orrstown Financial Services, Inc. will be held virtually via live webcast on April 30, 2024, at 9:00 a.m. local time. Shareholders will not be able to attend the Annual Meeting in person. The proxy statement details how shareholders can participate in the virtual meeting. The meeting will include a report on the Company's results of operations. Directors, officers, and representatives from Crowe LLP will be present to answer shareholder questions.

Why It Matters

For investors and stakeholders tracking ORRSTOWN FINANCIAL SERVICES INC, this filing contains several important signals. Shareholders need to be aware of the virtual-only format and how to access the meeting online. The meeting provides an opportunity for shareholders to receive updates on the company's performance and ask questions directly to leadership and auditors.

Risk Assessment

Risk Level: low — ORRSTOWN FINANCIAL SERVICES INC shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) for an annual shareholder meeting, containing standard disclosures and no immediate material events.

Analyst Insight

Shareholders should review the proxy statement to understand the meeting procedures, agenda items, and voting instructions for the upcoming virtual annual meeting.

Key Numbers

• 2024 — Annual Meeting Year (2024 Annual Meeting of Shareholders)
• April 30 — Meeting Date (Tuesday, April 30, 2024)
• 9:00 a.m. — Meeting Time (9:00 a.m., local time)

Key Players & Entities

• ORRSTOWN FINANCIAL SERVICES INC (company) — Filer name and Registrant name
• Orrstown Bank (company) — Holding company for Orrstown Bank
• Crowe LLP (company) — Independent registered public accounting firm
• April 30, 2024 (date) — Date of the Annual Meeting
• 77 E KING STREET (address) — Business address
• SHIPPENSBURG (location) — City for business and mail address
• PA (location) — State for business and mail address
• 17257 (zip_code) — ZIP code for business and mail address

FAQ

Industry Context

Orrstown Financial Services, Inc. is a bank holding company operating in the commercial banking sector.

Regulatory Implications

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

What Investors Should Do

1. Shareholders should ensure they have the necessary credentials and understand the platform for the virtual meeting.
2. Review the proxy statement for details on director nominations and any other proposals to be voted on.
3. Prepare questions for the Q&A session with management and the independent auditor.

Key Dates

• 2024-04-30: Annual Meeting of Shareholders — Shareholders will participate virtually and receive updates on operations.

Year-Over-Year Comparison

This is the initial filing for the 2024 proxy statement, providing details for the upcoming annual meeting.

Key Financial Figures

• $31,500 — made aggregate charitable donations of $31,500 to numerous charitable organizations wi
• $21,000 — n. The Foundation awarded approximately $21,000 in scholarship money to such students i
• $1.1 million — nts in 2023. In addition, the Bank made $1.1 million in contributions or sponsorship commitm
• $750,000 — tions within our communities, including $750,000 to qualifying entities through the Comm
• $357,000 — 31, 2023, the Company had approximately $357,000 in solar-related investments and had ap
• $24.8 million — lated investments and had approximately $24.8 million of solar-related loans outstanding. Dur
• $8.1 million — nd in the aggregate principal amount of $8.1 million. The bond proceeds are being used for p
• $9.2 million — to own an aggregate principal amount of $9.2 million. One such bond is being utilized to fin

Filing Documents

• proxystatement2024.htm (DEF 14A) — 932KB
• a2023graph1.jpg (GRAPHIC) — 221KB
• a2023graph2.jpg (GRAPHIC) — 259KB
• a2024proxycardpg1.jpg (GRAPHIC) — 739KB
• a2024proxycardpg2.jpg (GRAPHIC) — 293KB
• ofslogostacked-green.jpg (GRAPHIC) — 96KB
• robertgcoradi2022.jpg (GRAPHIC) — 16KB
• tq20signature.jpg (GRAPHIC) — 6KB
• 0000826154-24-000065.txt (&nbsp;) — 3177KB

From the Filing

DEF 14A 1 proxystatement2024.htm DEF 14A Document 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)) x Definitive Proxy Statement 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 March 22, 2024 Dear Shareholder On behalf of the Board of Directors, management and employees of Orrstown Financial Services, Inc. (the "Company"), the holding company for Orrstown Bank, I cordially invite you to participate in our 2024 Annual Meeting of Shareholders (the "Annual Meeting"). The Annual Meeting will again be held virtually via live webcast on Tuesday, April 30, 2024, at 900 a.m., local time. Shareholders will not be able to attend the Annual Meeting in person. The proxy statement included with this letter details how you can participate in the Annual Meeting. The attached Notice of Annual Meeting and Proxy Statement describe the formal business we expect to act upon at the Annual Meeting. We will also report on our results of operations. Our directors and officers, as well as representatives of Crowe LLP, our independent registered public accounting firm, will be present to respond to shareholder questions. The Board of Directors of the Company has determined that the affirmative vote FOR all nominees for director and FOR all proposals to be considered at the Annual Meeting is in the best interests of the Company and its shareholders and unanimously recommends a vote FOR all nominees and proposals. Your vote is important, regardless of the number of shares you own. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting. We offer several ways for shareholders to vote. Voting can be completed by returning the enclosed proxy card, online, or by using your mobile device. Voting by proxy will not prevent you from voting during the Annual Meeting, but will ensure that your vote is counted if you cannot participate. We thank you for your continued support of the Company and Orrstown Bank, and look forward to your participation at the Annual Meeting. Sincerely, Thomas R. Quinn, Jr. President and Chief Executive Officer 77 East King Street Shippensburg, Pennsylvania 17257 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2024 The Annual Meeting of Shareholders of Orrstown Financial Services, Inc. (the "Company"), the holding company for Orrstown Bank, will be held virtually on Tuesday, April 30, 2024, at 900 a.m. local time, to consider and take action on the following matters 1. To elect three Class C director nominees to serve on our Board of Directors for a three-year term expiring in 2027 2. To approve a non-binding advisory vote regarding the compensation paid to our Named Executive Officers ("Say-On-Pay") and 3 To ratify the Audit Committee's selection of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Any action may be taken on the foregoing matters at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned, or to which the Annual Meeting may be postponed. Your Board of Directors recommends a vote "FOR" the election of all nominees as directors listed in the enclosed proxy statement "FOR" approval of the non-binding advisory vote regarding the compensation paid to our Named Executive Officers and "FOR" ratification of the Audit Committee's selection of Crowe LLP as the Company's independent r

View Full Filing

View this DEF 14A filing on SEC EDGAR