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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 (Date of earliest event reported): May 30, 2024

First Keystone Corporation

(Exact name of Registrant as specified in its charter)

Pennsylvania

    

000-21344

    

23-2249083

(State or other

(Commission

(IRS Employer

jurisdiction of

File Number)

Identification No.)

incorporation)

111 West Front Street, Berwick, Pennsylvania

    

18603

(Address of principal executive offices)

(Zip Code)

(570) 752-3671

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of class

Symbol

Name of exchange on which registered

None

N/A

N/A

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

CURRENT REPORT ON FORM 8-K

ITEM 5.07    Submission of Matters to a Vote of Security Holders

On May 30, 2024, First Keystone Corporation (the “Corporation”) held its Annual Meeting of Shareholders. A total of 6,153,283 shares of the Corporation’s common stock were entitled to vote as of April 5, 2024, the record date for the Annual Meeting. There were 3,888,419 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on two (2) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.

Proposal No. 1 – Election of Class A Directors

The shareholders voted to elect three (3) Class A Directors to serve for a term of three (3) years and until their successor is elected and qualified. The results of the vote were as follows:

Name

    

For

    

Withheld

    

Broker Non-Votes

Michael L. Jezewski

2,826,838

155,861

905,720

William E. Rinehart

2,734,998

247,701

905,720

David R. Saracino

2,788,517

194,182

905,720

Proposal No. 2 – Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2024

The shareholders voted to ratify the selection of Baker Tilly US, LLP as the Corporation’s independent registered public accounting firm for the fiscal year 2024. The results of the vote were as follows:

For

    

Against

    

Abstain

    

Broker Non-Votes

3,596,152

286,104

6,163

0

ITEM 7.01    Regulation FD Disclosure

On May 30, 2024, members of management gave presentations at the Annual Meeting. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.

ITEM 9.01    Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number

    

Description

99.1

Annual Meeting Presentation Slides

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST KEYSTONE CORPORATION

(Registrant)

 

 

Dated: June 5, 2024

/s/ Elaine A. Woodland

Elaine A. Woodland

President & Chief Executive Officer