Peoples Financial Services Corp. Files 8-K

TL;DR

Peoples Financial Services Corp. filed an 8-K on 3/22/24 covering shareholder votes and financial statements.

AI Summary

Peoples Financial Services Corp. filed an 8-K on March 22, 2024, reporting on the submission of matters to a vote of security holders, other events, and financial statements and exhibits. The filing does not detail specific votes or financial figures but indicates these items were addressed.

Why It Matters

This 8-K filing signals that Peoples Financial Services Corp. has officially reported on significant corporate events, including shareholder votes and financial updates, which are crucial for investors to monitor.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and does not appear to contain any immediate negative news or significant financial changes.

Key Players & Entities

• PEOPLES FINANCIAL SERVICES CORP. (company) — Registrant
• March 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $2.00 — nge on which registered Common Stock, $2.00 par value PFIS The Nasdaq Stock Mar

Filing Documents

• tm248669d3_8k.htm (8-K) — 40KB
• tm248669d3_ex99-1.htm (EX-99.1) — 12KB
• 0001104659-24-037881.txt ( ) — 227KB
• pfis-20240322.xsd (EX-101.SCH) — 3KB
• pfis-20240322_lab.xml (EX-101.LAB) — 33KB
• pfis-20240322_pre.xml (EX-101.PRE) — 22KB
• tm248669d3_8k_htm.xml (XML) — 3KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders On March 22, 2024, Peoples Financial Services Corp., a Pennsylvania corporation ("Peoples"), held a special meeting of shareholders (the "Special Meeting"). The primary purpose of the Special Meeting was to consider and approve the proposed combination of FNCB Bancorp, Inc., a Pennsylvania corporation ("FNCB") and Peoples, whereby FNCB would merge with and into Peoples, with Peoples as the surviving entity (the "Merger"), as more fully described in a joint proxy statement prospectus dated January 24, 2024 and mailed to Peoples shareholders as of the record date on or about January 25, 2024. As of the close of business on January 19, 2024, the record date for the Special Meeting, there were 7,043,105 shares of Peoples common stock outstanding. At the special meeting there were 4,980,506 shares of Peoples common stock represented in person or by proxy, constituting a quorum. The voting results from the Special Meeting as to the proposals presented to Peoples shareholders were as follows: Proposal No. 1 : A proposal to approve the Agreement and Plan of Merger dated as of September 27, 2023, by and between the Company and FNCB (the "Merger Agreement"), and the other transactions contemplated by the Merger Agreement, pursuant to which FNCB will merge with and into the Company, with the Company surviving. Proposal No. 1 was approved by Peoples shareholders. Proposal No. 1 received the following votes: Common Stock Votes For Votes Against Votes Abstained Broker Non Votes Common Stock 4,642,633 287,543 50,330 0 Proposal No. 2 : A proposal to approve an amendment to the Peoples Second Amended and Restated Bylaws that would add a provision to provide for the limitation of liability for officers and directors of the Company, as permitted by the Pennsylvania Business Corporation Law of 1988, as amended. Proposal No. 2 was not approved by Peoples shareholders. Proposal No. 2 required the affirmati

01 Other Events

Item 8.01 Other Events On March 22, 2024, Peoples and FNCB issued a joint press release announcing that, at special meetings of their respective shareholders held on March 22, 2024, Peoples and FNCB shareholders approved the merger of FNCB with and into Peoples, with Peoples as the surviving corporation pursuant to the Agreement and Plan of Merger, dated as of September 27, 2023 by and between Peoples and FNCB. The closing of the Merger remains subject to regulatory approvals and certain other customary closing conditions. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits: Number Description 99.1 Joint Press Release, dated March 22, 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. PEOPLES FINANCIAL SERVICES CORP. By: /s/ Craig W. Best Craig W. Best Chief Executive Officer (Principal Executive Officer) Dated: March 22, 2024

View Full Filing

View this 8-K filing on SEC EDGAR