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 22, 2026
CITIZENS FINANCIAL SERVICES INC
(Exact name of registrant as specified in its charter)
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Pennsylvania
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001-41410
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23-2265045
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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15 S MAIN ST
MANSFIELD, Pennsylvania
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16933
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(Address of principal executive offices)
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(Zip code)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par Value $1.00 Per Share
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CZFS
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NASDAQ Capital Market
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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As described below in Item 5.07 of this Current Report on Form 8-K, on April 21, 2025, at the 2026
Annual Meeting of Shareholders (the “Annual Meeting”), the shareholders of Citizens Financial Services, Inc. (the “Company”) approved the Citizens Financial Services, Inc. 2026 Equity Omnibus Incentive Plan (the “2026 Plan”). The 2026 Plan was
adopted by the Company’s Board of Directors (the “Board”) and became effective on April 21, 2026 (the “Effective Date”), following approval by the shareholders at the Annual Meeting.
Term. Unless
terminated sooner in accordance with the terms of the 2026 Plan or extended with shareholder approval, the 2026 Plan will terminate on the day before the tenth anniversary of the Effective Date, April 20, 2036.
Types
of Awards. The 2026 Plan provides for the grant of options, SARs, restricted stock, RSUs, deferred stock units, unrestricted stock, dividend equivalent rights, and other equity-based awards.
Eligibility.
All of our employees and the employees of our “subsidiaries” and “affiliates” (as defined in the 2026 Plan) are eligible to receive awards under the 2026 Plan. In addition, our non-employee directors and consultants and advisors who perform
services for us and our subsidiaries and affiliates may receive awards under the 2025 Plan, other than incentive stock options.
Shares
Reserved for Issuance. The maximum number of shares of the Corporation’s common stock that may be issued under the 2026 Plan will be equal to 250,000 shares our common stock.
A description of the material terms of the 2026 Plan is set forth in Item 3 contained in the
Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026 (the “Proxy Statement”). The above description of the certain terms of the 2026 Plan is qualified in all
respects by the full text of the 2026 Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 21, 2026, the Company held its Annual Meeting. The shareholders of the Company voted on four proposals at the Annual Meeting.
The proposals are described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below.
At the Annual Meeting, the following persons were duly elected as Class 3 directors, to serve until the Company’s 2029 Annual Meeting of
Shareholders:
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Randall E.
Black
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Joseph B.
Bower, Jr.
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Rinaldo A.
DePaola
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Janie M.
Hilfiger
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Mickey L.
Jones
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For
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2,622,455
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2,600,982
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2,231,141
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2,340,774
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1,595,282
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Withheld
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145,816
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167,289
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537,130
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427,497
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1,172,989
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Broker Non-Votes
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625,944
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625,944
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625,944
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625,944
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625,944
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2.
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Ratification of S.R. Snodgrass, P.C. as the Company’s Independent Registered Public Accounting Firm
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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 fiscal year ending December 31, 2026. The table below sets forth the voting results for this proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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3,335,928
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50,295
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8,028
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-
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3.
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Approval of the Citizens Financial Services, Inc. 2026 Equity Incentive Plan
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At the Annual Meeting, the Company’s shareholders approved the 2026 Plan, as described above in Item 5.02 of this
Current Report on Form 8-K. The table below sets forth the voting results for this proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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2,219,905
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484,486
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63,880
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625,944
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4.
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Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the
proxy statement
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At the Annual Meeting, the Company’s shareholders approved, by non-binding advisory vote, the compensation of the
Company’s named executive officers. The table below sets forth the voting results for this proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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2,233,576
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471,030
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63,665
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625,944
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The results reported above are final voting results.
Item 8.01. Other Events.
On April 22, 2026, the Company issued a press release related to the Annual Meeting. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit
Number
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Description
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10.1
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Citizens Financial Services,
Inc. 2026 Equity Incentive Plan
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99.1
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Press Release, dated April 22,
2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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CITIZENS FINANCIAL SERVICES, INC.
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April 22, 2026
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By:
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/s/ Stephen J. Guillaume
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Stephen J. Guillaume
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Chief Financial Officer
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