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 (Date of earliest event reported): April 20, 2021

CITIZENS FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-13222	23-2265045
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15 S Main St Mansfield, Pennsylvania	16933
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code (570) 662-0444

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class Trading Symbol(s) Name of each exchange on which registered

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))

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. ☐

Item 5.03.                          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendments to Articles of Incorporation

As described below in Item 5.07 of this Current Report on Form 8-K, on April 20, 2021, at the 2021 Annual Meeting of Shareholders (the “Annual Meeting”), the shareholders of Citizens Financial Services, Inc. (the “Company”) voted, among other things, to approve certain amendments to the Company’s Restated Articles of Incorporation (the “Articles of Incorporation”). The amendments approved by the Company’s shareholders were as follows:

• to remove the limitation on the number of directors that can be added to the Board of Directors between elections of directors by the Company’s shareholders (such amendment, the “Board Composition Charter Amendment”);

• to provide for the advancement of expenses by the Company to any director, officer, employee or agent of the Company with respect to any action, suit or proceeding that such person is made a party to by reason of the fact that he or she is or was a director, officer, employee or agent of the Company (such amendment, the “Expense Advancement Charter Amendment”); and

• to provide that no merger, consolidation, liquidation or dissolution of the Company nor any action that would result in the sale or other disposition of all or substantially all of the assets of the Company shall be valid unless first approved by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter (such amendment, the “Extraordinary Transaction Approval Charter Amendment”).

The foregoing descriptions of the Board Composition Charter Amendment, the Expense Advancement Charter Amendment and the Extraordinary Transaction Approval Charter Amendment (collectively, the “Amendments”) do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendments, which are attached to this report as Exhibit 3.1 and are incorporated herein by reference.

The Amendments became effective upon the filing and acceptance of the Amendments with the Pennsylvania Department of State on April 23, 2021.

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

On April 20, 2021, the Company held its Annual Meeting at which the Company’s shareholders considered the following proposals: (i) to elect four Class 1 directors; (ii) to ratify the appointment of S.R. Snodgrass, P.C., Certified Public Accountants, as the Company’s independent registered public accounting firm for the year ending December 31, 2021; (iii) to vote on a non-binding advisory vote on the compensation of the Company’s named executive officers; (iv) to approve the Board Composition Charter Amendment; (v) to approve the Expense Advancement Charter Amendment; and (vi) to approve the Extraordinary Transaction Approval Charter Amendment. The proposals are described in detail in the Company’s Definitive Proxy Statement for the Annual Meeting, which was filed with the SEC on March 11, 2021. The final results for the votes regarding each proposal are set forth below.

Election of Class 1 Directors

The following persons were duly elected as Class 1 directors:

	Robert W. Chappell	Roger C. Graham, Jr.	E. Gene Kosa	R. Joseph Landy
For	2,949,936	2,957,909	2,954,634	2,937,981
Withheld	71,540	63,567	66,842	83,495
Broker Non-Votes	238,718	238,718	238,718	238,718

Ratification of S.R. Snodgrass, P.C., as the Company’s Independent Registered Public Accounting Firm

At the Annual Meeting, the Company’s shareholders ratified the appointment of S.R. Snodgrass, P.C., as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The table below sets forth the voting results for this proposal:

Votes For	Votes Against	Abstentions	Broker Non-Votes
3,239,277	9,127	11,790	⸻

Advisory Vote to Approve Named Executive Officer Compensation

At the Annual Meeting, the Company’s shareholders approved, by non-binding advisory vote, the compensation paid to the Company’s named executive offices. The table below sets forth the voting results for this proposal:

Votes For	Votes Against	Abstentions	Broker Non-Votes
2,791,399	110,228	119,849	238,718

Board Composition Charter Amendment

At the Annual Meeting, the Company’s shareholders voted to approve the Board Composition Charter Amendment, as described above in Item 5.03 of this Current Report on Form 8-K. The table below sets forth the voting results for this proposal:

Votes For	Votes Against	Abstentions	Broker Non-Votes
2,640,139	338,678	42,659	238,718

Expense Advancement Charter Amendment

At the Annual Meeting, the Company’s shareholders voted to approve the Expense Advancement Charter Amendment, as described above in Item 5.03 of this Current Report on Form 8-K. The table below sets forth the voting results for this proposal:

Votes For	Votes Against	Abstentions	Broker Non-Votes
2,758,528	221,737	41,211	238,718

Extraordinary Transaction Approval Charter Amendment

At the Annual Meeting, the Company’s shareholders voted to approve the Extraordinary Transaction Approval Charter Amendment, as described above in Item 5.03 of this Current Report on Form 8-K. The table below sets forth the voting results for this proposal:

Votes For	Votes Against	Abstentions	Broker Non-Votes
2,706,542	174,303	140,631	238,718

The results reported above are final voting results.

Item 7.01.                          Regulation FD Disclosure.

On April 20, 2021, Randall E. Black, the Company’s President and Chief Executive Officer, conducted a presentation at the Annual Meeting. A copy of the presentation is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01.                          Other Events.

On April 26, 2021, the Company issued a press release related to the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01.                          Financial Statements and Exhibits

(d)            Exhibits

Exhibit Number	Description
3.1	Articles of Amendment to the Restated Articles of Incorporation of Citizens Financial Services, Inc.
99.1	Investor Presentation, dated April 20, 2021
99.2	Press Release, dated April 26, 2021
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.

	CITIZENS FINANCIAL SERVICES, INC.
Date: April 26, 2021	By:	/s/ Stephen J. Guillaume
		Stephen J. Guillaume
		Chief Financial Officer

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

OF

THE RESTATED ARTICLES OF INCORPORATION

OF

CITIZENS FINANCIAL SERVICES, INC.

April 22, 2021

Citizens Financial Services, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Business Corporation Law of 1988, as amended (the “BCL”), does hereby certify as follows:

1.That the name of this corporation is Citizens Financial Services, Inc., and that this corporation was originally incorporated under the name Citizens Financial Services, Inc., pursuant to Articles of Incorporation filed with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania on April 30, 1984, which Articles of Incorporation were amended and restated effective April 17, 2018 (as amended and restated, the “Articles of Incorporation”).

2.That the address of the Corporation’s registered office in the Commonwealth of Pennsylvania is:

Citizens Financial Services, Inc.

15 South Main Street

Mansfield, Pennsylvania 16933

3.The Board of Directors of the Corporation duly adopted resolutions, pursuant to Section 1914(c) of the BCL, setting forth amendments to the Articles of Incorporation and declaring said amendment to be advisable and in the best interests of the Corporation. The shareholders of the Corporation duly approved said proposed amendments at a meeting of the shareholders in accordance with Section 1914(a) of the BCL.

4.Effective as of the time of the filing of these Articles of Amendment of the Articles of Incorporation with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania, the text of the Articles of Incorporation is hereby amended as follows:

A.Article Tenth of the Articles of Incorporation is hereby by deleting such Article Tenth and replacing it in its entirety with the following:

“TENTH.The Board shall consist of not less than five nor more than twenty-five shareholders, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any meeting thereof.”

B.Article Fifteenth of the Articles of Incorporation is hereby amended by deleting such Article Tenth and replacing it in its entirety with the following:

 “FIFTEENTH.A.To the extent permitted by the Pennsylvania Business Corporation Law, and any amendments thereto, and sections relating thereto, subject to Federal regulatory restrictions, the Board of Directors of the Corporation shall cause the Corporation to indemnify any person who was or is threatened to be made a party to any threatened, pending, or completed actions, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, including any amount paid to the institution itself as a result of an action or suit by or in the right of the Corporation. All expenses incurred in good faith by or on behalf of the director, officer, employee or agent of the Corporation with respect to any such action, suit, or proceeding shall, upon written request submitted to the Secretary of the Corporation, be advanced to such person by the Corporation prior to final disposition of such action, suit, or proceeding, subject to any obligation which may be imposed by law or by provision in these Restated Articles of Incorporation, the Bylaws, an agreement or otherwise to repay the Corporation in certain events.

To the extent permitted by law, the Board of Directors of the Corporation shall cause the Corporation to purchase and maintain insurance on behalf of any person who is or was against any liability asserted against him or her and incurred by him or her in any such capacity, and arising out of his or her status as such.

B.A director of the Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

(1)the director has breached or failed to perform the duties of his or her office under Section 1713 of the Pennsylvania Business Corporation Law (relating to standard of care and justifiable reliance); and

(2)the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

Exception.The provisions of this section shall not apply to:

(1)the responsibility or liability of a director pursuant to any criminal statute; or

(2)the liability of a director for the payment of taxes pursuant to local, State or Federal law.” 

C.Article Sixteenth of the Articles of Incorporation is hereby amended by deleting such Article Tenth and replacing it in its entirety with the following:

“SIXTEENTH.No merger, consolidation, liquidation or dissolution of the Corporation nor any action that would result in the sale of other disposition of all or substantially all of the assets of the Corporation shall be valid unless first approved by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter.”

[Signature page follows]

IN WITNESS WHEREOF, these Articles of Amendment have been executed by a duly authorized officer of the Corporation on this 22nd day of April, 2021.

CITIZENS FINANCIAL SERVICES, INC.
By:	/s/ Randall E. Black
	Randall E. Black
	Chief Executive Officer and President

EX-99.1

Exhibit 99.1

 192165  5974150  0113186  838484  24815756      Navigating The Storm 2020 

   2020 Financial Performance 

 Efficiency Ratio History  Finished in the 100th percentile compared to the CZFS peer group for 2020 

 Return on Equity History  Finished in the 100th percentile compared to the CZFS peer group for 2020 

 Return on Assets History  Finished in the 100th percentile compared to the CZFS peer group for 2020 

 Source: S&P Global Market Intelligence   Total Asset Growth Since 2000 ($000)        History of Successful Growth Since 2000   

 Cash Dividends Paid History  1% stock dividend paid in 2016, 2018, 2019 & 2020, and a 5% stock dividend paid in 2017 

 Track Record of Value Creation   Note: Pre-COVID time period determined as prior to March 1, 2020Note: Market data as of market close on March 28, 2021Source: S&P Global Market Intelligence   Under Current Management..  Randy & Mick Took Leadership Roles 1H’2004  Total Return Under Current Leadership: 487%  5-Year Stock Performance   5 Year Total Return: 57% 

   Source: S&P Global Market Intelligence   TBV/Share & EPS Growth  Dividend History  Annual Dividend/Share  Stock Dividend  1.0%  1.0%  5.0%  1.0%  1.0%  5.0%  (1)  1.0% 

  Current Company Snapshot (12/31/2020)  Overview & Trading Information  Financial Highlights   About Citizens Financial Services, Inc.       Assets:  $1,891M  Deposits:  $1,588M  Loans:  $1,405M      Consolidated TCE/TA:  8.7%  Bank Leverage Ratio:  8.8%  Loan Loss Reserves / Loans:  1.1%    MRQ  LTM  Net Income:  $7.2 million  $25.1 million  Net Interest Margin:  3.84%  3.92%  ROAA:  1.55%  1.46%  ROAE:  15.20%  14.21%  Core ROAE:  14.89%  15.16%  Headquarters:  Mansfield, PA    Offices:  31 branches    FTEs:  ~300 full time employees    Exchange/Listing:  OTC Pink: CZFS      Pre-Pandemic(3/1/2020)  Post-Pandemic(3/29/2021)  Market Cap:  $223 million  $232.6 million  Closing Price:  $63.25  $59.45  Annualized Dividend Yield:  2.8%  3.13%  Average Daily Volume (3Mo):   425 shares  2,103 shares  52 Week Range:  $43.00 - $60.00    P/TBV:  170%  144%  P/E:  11.4x  9.0x  Note: As of market close on March 29, 2021Source: S&P Global Market Intelligence    Strong Capital Ratios (12/31/2020)   Profitability (12/31/2020) 

   2020 Strategic Initiatives 

 COVID Task Force  Designed to:Protect our EMPLOYEES.Protect our CUSTOMERS.Keep our COMPANY strong. 

   2021 and Beyond 

   19   4 Strategic Tenets  Community – actively supporting the well-being of communities   Customer Expectations – exceeding them at every point of contact     Financial Performance – to produce exceptional shareholder value   Growth – achieved throughrelationship and geographic expansion 

     Thank you 

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

CONTACT:

Randall E. Black

Chief Executive Officer & President

570-662-2121

CITIZENS FINANCIAL SERVICES, INC. HOLDS ANNUAL MEETING

Mansfield, Pennsylvania, April 26, 2021 – Citizens Financial Services, Inc (OTCPink: CZFS), the holding company for First Citizens Community Bank (the “Bank”), held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) on April 20, 2021 via live webcast at the Tioga County Fairgrounds Main Building, 2258 Charleston Road, Wellsboro, Pennsylvania.

At the Annual Meeting, the following four Class 1 directors were duly elected by the Company’s shareholders to serve for three-year terms and until their successors are duly elected and qualified: Robert W. Chappell, Roger C. Graham, Jr., E. Gene Kosa, and R. Joseph Landy.  The Class 1 directors will serve until the Company’s 2024 Annual Meeting of Shareholders.

The following directors’ terms expire in 2022 and 2023, as applicable: Thomas E. Freeman, Christopher W. Kunes, David Z. Richards, Jr., Alletta M. Schadler, Randall E. Black, R. Lowell Coolidge, Rinaldo A. DePaola, and Mickey L. Jones. Accordingly such directors did not stand for election this year and are continuing as directors until the expiration of their respective terms.

Additionally, shareholders voted in favor:

• to ratify the appointment of S.R. Snodgrass, A.C., Certified Public Accountants, as the independent auditor for the Company for the fiscal year ending December 31, 2021;

• to approve the compensation of the Company’s named executive officers as disclosed in the Company’s Definitive Proxy Statement filed on March 11, 2021;

• to amend Article Tenth of the Company’s Restated Articles of Incorporation to remove the limitation on the annual increase in the number of directors (the “Board Composition Charter Amendment”);

• to amend Article Fifteenth of the Company’s Restated Articles of Incorporation to provide for the advancement of expenses in connection with legal action against directors, officers, employees or agents of the Company (the “Expense Advancement Charter Amendment”); and

• To amend Article Sixteenth of the Company’s Restated Articles of Incorporation to revise the voting standard to approve merger transactions to a majority of votes cast (the “Extraordinary Transaction Approval Charter Amendment” and, together with the Board Composition Charter Amendment and the Expense Advancement Charter Amendment, the “Amendments”).

The Amendments became effective upon the filing and acceptance of the Amendments with the Pennsylvania Department of State on April 23, 2021.

XML

Document and Entity Information	Apr. 20, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 20, 2021
Current Fiscal Year End Date	--12-31
Entity Registrant Name	CITIZENS FINANCIAL SERVICES, INC.
Entity Incorporation, State or Country Code	PA
Entity File Number	000-13222
Entity Tax Identification Number	23-2265045
Entity Address, Address Line One	15 S Main St
Entity Address, City or Town	Mansfield
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16933
City Area Code	570
Local Phone Number	662-0444
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000739421