Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: May 9, 2015

(Date of earliest event reported)

 

 

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its charter)

 

 

001-36388

(Commission File Number)

 

PA   23-2391852

(State or other jurisdiction

of incorporation)

 

(IRS Employer of

Identification No.)

150 North Washington Avenue, Scranton, Pennsylvania 18503-1848

(Address of principal executive offices) (Zip Code)

(570) 346-7741

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2015 annual meeting of shareholders of Peoples Financial Services Corp. (the “Company”) was held on May 9, 2015. At the annual meeting, the shareholders of the Company voted to elect five directors to the Company’s board of directors, each to serve until the 2018 annual meeting of shareholders and until his or her successor has been selected and qualified; to approve, on an advisory basis, the compensation of the Company’s named executive officers; and to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

The names of each director elected at the annual meeting, as well as the number of votes cast for or withheld and the number of broker non-votes as to each director nominee, are as follows:

 

Name

   For      Withheld      Broker
Non-Votes
 

Richard S. Lochen, Jr.

     3,533,494         398,159         1,272,479   

James B. Nicholas

     3,832,659         98,994         1,272,479   

Emily S. Perry

     3,796,504         135,149         1,272,479   

Steven L. Weinberger

     3,832,871         98,782         1,272,479   

Earle A. Wootton

     3,839,604         92,049         1,272,479   

As to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

 

For

  

Against

  

Abstain

  

Broker
Non-Votes

3,506,776

   161,150    263,727    1,272,479

As to the vote to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

 

For

  

Against

  

Abstain

  

Broker
Non-Votes

5,051,809    42,280    110,043    0


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/ Scott A. Seasock

Scott A. Seasock
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Date: May 12, 2015