Peoples Financial Services Corp. Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>Peoples Financial Services Corp. invites shareholders to its virtual 2024 Annual Meeting on May 11, 2024, to vote on director elections, executive compensation, and auditor ratification.</b>

AI Summary

PEOPLES FINANCIAL SERVICES CORP. (PFIS) filed a Proxy Statement (DEF 14A) with the SEC on April 5, 2024. The 2024 Annual Meeting of Shareholders for Peoples Financial Services Corp. will be held virtually on May 11, 2024, at 9:00 a.m. EDT. Shareholders will vote on the election of two directors, each to serve until the 2027 annual meeting. A proposal to approve, on an advisory basis, the compensation of named executive officers will be presented. The company proposes to ratify Baker Tilly US, LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2024. Shareholders are urged to submit their proxy by mail, telephone, or internet to ensure their vote is counted.

Why It Matters

For investors and stakeholders tracking PEOPLES FINANCIAL SERVICES CORP., this filing contains several important signals. The virtual format allows shareholders to participate remotely, listen to the meeting live, vote, and pose questions. Shareholder representation is crucial for a quorum, with at least a majority of votes entitled to be cast required, either by proxy or virtual attendance.

Risk Assessment

Risk Level: — PEOPLES FINANCIAL SERVICES CORP. shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational concerns indicated.

Analyst Insight

Shareholders should review the proposals regarding director elections and executive compensation before submitting their proxy.

Key Numbers

• 2 — Directors to be elected (Election of two directors to the board)
• 2027 — Director term end (Directors to serve until the 2027 annual meeting)
• 2024 — Fiscal Year End (Fiscal year for auditor ratification)

Key Players & Entities

• PEOPLES FINANCIAL SERVICES CORP. (company) — Registrant name
• May 11, 2024 (date) — Date of Annual Meeting
• Baker Tilly US, LLP (company) — Proposed independent auditor
• December 31, 2024 (date) — Fiscal year end for auditor ratification
• Scranton, Pennsylvania (location) — Company headquarters

FAQ

Risk Factors

• Shareholder Representation for Quorum [medium — regulatory]: A majority of votes entitled to be cast must be represented, either by proxy or virtual participation, to constitute a quorum for the meeting.

Industry Context

Peoples Financial Services Corp. operates within the national commercial banking sector.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the biographies and qualifications of the director nominees.
2. Understand the advisory vote on executive compensation and the rationale behind it.
3. Confirm the ratification of Baker Tilly US, LLP as the independent auditor.

Key Dates

• 2024-05-11: Annual Meeting of Shareholders — Shareholders will vote on key proposals including director elections and executive compensation.

Year-Over-Year Comparison

This is a routine DEF 14A filing for the annual meeting, similar to previous years' proxy statements.

Key Financial Figures

• $12,500 — We will pay Regan & Associates a fee of $12,500 and reimburse them for their reasonable

Filing Documents

• tm242695d1_def14a.htm (DEF 14A) — 688KB
• tm242695d1_def14aimg001.jpg (GRAPHIC) — 3KB
• tm242695d1_def14aimg002.jpg (GRAPHIC) — 3KB
• tm242695d1_def14aimg003.jpg (GRAPHIC) — 3KB
• tm242695d1_def14aimg004.jpg (GRAPHIC) — 2KB
• tm242695d1_def14aimg005.jpg (GRAPHIC) — 4KB
• tm242695d1_def14aimg006.jpg (GRAPHIC) — 70KB
• tm242695d1_def14aimg006a.jpg (GRAPHIC) — 37KB
• tm242695d1_def14aimg007.jpg (GRAPHIC) — 43KB
• tm242695d1_def14aimg008.jpg (GRAPHIC) — 2KB
• tm242695d1_def14aimg009.jpg (GRAPHIC) — 140KB
• tm242695d1_def14aimg010.jpg (GRAPHIC) — 150KB
• 0001104659-24-043948.txt (&nbsp;) — 2617KB
• pfis-20231231.xsd (EX-101.SCH) — 9KB
• pfis-20231231_def.xml (EX-101.DEF) — 5KB
• pfis-20231231_lab.xml (EX-101.LAB) — 28KB
• pfis-20231231_pre.xml (EX-101.PRE) — 5KB
• tm242695d1_def14a_htm.xml (XML) — 175KB

From the Filing

United Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 PEOPLES FINANCIAL SERVICES CORP. (Name of Registrant as Specified in its Charter) NOT APPLICABLE (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): 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 Peoples Financial Services Corp. 150 North Washington Avenue Scranton, Pennsylvania 18503 April 5, 2024 To Our Shareholders: You are cordially invited to participate in the 2024 Annual Meeting of Shareholders of Peoples Financial Services Corp. to be held on Saturday, May 11, 2024 at 9:00 a.m. Eastern Daylight Time. As we did last year, we will be holding a virtual meeting where you will be able to listen to the meeting live, vote on the matters submitted to shareholders and pose questions and make comments. The virtual meeting can be accessed by visiting www.virtualshareholdermeeting.com/PFIS2024. At the annual meeting, shareholders will be asked to consider and vote upon: the election of two directors to the Company's board of directors, each to serve until the 2027 annual meeting of shareholders and until his successor has been selected and qualified; a proposal to approve, on an advisory basis, the compensation of our named executive officers; the ratification of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and any other business as may properly be brought before the meeting. On behalf of the board of directors, we urge you to submit your proxy by mail, telephone or internet as soon as possible, even if you currently plan to attend the virtual meeting. This will not prevent you from voting at the annual meeting, but will assure that your vote is counted if you do not attend. Your cooperation is appreciated, as shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast must be represented at the annual meeting, either by proxy or by participation in the virtual meeting, to constitute a quorum for the conduct of business. Very truly yours, William E. Aubrey II Craig W. Best Thomas P. Tulaney Chairman of the Board Chief Executive Officer President and COO Peoples Financial Services Corp. 150 North Washington Avenue Scranton, Pennsylvania 18503 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD May 11, 2024 Notice is hereby given that the 2024 Annual Meeting of Shareholders of Peoples Financial Services Corp., referred to as "we" or the "Company," will be held via live audio webcast at www.virtualshareholdermeeting.com/PFIS2024, on Saturday, May 11, 2024, at 9:00 a.m. Eastern Daylight Time, for the purpose of considering and voting upon the following matters: Election of two directors to our board of directors, each to serve until the 2027 annual meeting of shareholders and until his successor has been elected and qualified; A proposal to approve, on an advisory basis, the compensation of our named executive officers; Ratification of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and Such other business as may properly come before the meeting. Shareholders of record at the close of business on February 29, 2024 are entitled to notice of and to vote at the annual meeting. Whether or not you contemplate participating in the virtual annual meeting, the board of directors of the Company recommends that you execute and return the enclosed proxy by mail or submit your proxy by telephone or the internet. You may revoke your proxy at any time prior to the exercise of the proxy by delivering to the Company a later dated proxy, by delivering a later dated written notice of revocation to the Company, or by voting your shares at the virtual annual meeting. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 11, 2024: Our proxy statement, annual report to shareholders and form of proxy card are available at www.proxyvote.com. BY ORDER OF THE BOARD OF DIRECTORS TIMOTHY H. KIRTLEY Secretary April 5, 2024 Peoples Financial Services Corp. 150 North Washington Avenue Scranton, Pennsylvania 18503 PROXY OF SHAREHOLDERS TO BE HELD ON May 11, 2024 This proxy statement is being furnished to shareholders of Peoples Financial Services Corp., referred to as "we," or

View Full Filing

View this DEF 14A filing on SEC EDGAR