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Orrstown Financial (NASDAQ: ORRF) plans CEO transition and posts strong vote support

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Orrstown Financial Services, Inc. announced a planned leadership transition and reported results from its annual shareholder meeting. Effective at the close of business on June 1, 2026, Adam L. Metz will become President, Chief Executive Officer and Director of the Company and Orrstown Bank, succeeding retiring CEO Thomas R. Quinn, Jr. Metz, age 54, has held senior roles at the Company since 2016, most recently as Senior Executive Vice President and Chief Operating Officer since February 2025.

Shareholders elected four Class A directors for three-year terms expiring in 2029, with an average of 95.81% of votes cast supporting the nominees. A non-binding advisory "say-on-pay" proposal passed, with 94.91% of votes cast for or against approving compensation of Named Executive Officers. Shareholders also ratified the selection of Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 99.50% of votes cast for or against in favor.

Positive

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Negative

  • None.

Insights

Planned CEO succession with strong shareholder support for directors, pay, and auditor.

The Company outlined an orderly CEO transition from Thomas R. Quinn, Jr. to long-time insider Adam L. Metz, effective at the close of business on June 1, 2026. Metz’s decade-plus tenure in senior operating, revenue, and lending roles suggests continuity in strategy and operations based on the disclosed career path.

On the governance side, four Class A directors were re-elected with an average 95.81% of votes cast in favor, and the advisory say-on-pay resolution passed with 94.91% support. Ratification of Crowe LLP as auditor received 99.50% of votes cast for or against, indicating broad shareholder backing for the current board, compensation framework, and audit firm.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Average support for Class A directors 95.81% of votes cast Election of four Class A directors for terms expiring in 2029
Say-on-pay approval 94.91% of votes cast for or against Advisory vote on compensation of Named Executive Officers
Auditor ratification support 99.50% of votes cast for or against Ratification of Crowe LLP for fiscal year ending Dec. 31, 2026
Votes for Brian D. Brunner 11,191,016 votes for Director election, with 1,293,273 withheld and 2,579,946 broker non-votes
Votes for Scott V. Fainor 12,311,705 votes for Director election, with 172,584 withheld and 2,579,946 broker non-votes
Votes for say-on-pay proposal 11,550,558 for; 619,763 against Advisory compensation vote, plus 313,968 abstain and 2,579,946 broker non-votes
Votes for auditor ratification 14,921,662 for Crowe LLP appointment, with 74,524 against and 68,049 abstain
CEO transition effective date June 1, 2026 Retirement of Thomas R. Quinn, Jr. and appointment of Adam L. Metz
non-binding advisory vote financial
"Approve a non-binding advisory vote regarding the compensation paid to our Named Executive Officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
Named Executive Officers financial
"the compensation paid to our Named Executive Officers ("Say-On-Pay")"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
broker non-vote financial
"Nominee | For | Withheld | Broker Non-Vote"
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Class A for three-year terms financial
"Elect four directors to Class A for three-year terms expiring in 2029"
say-on-pay financial
"Approve a non-binding advisory vote regarding the compensation paid to our Named Executive Officers ("Say-On-Pay)."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
Understanding 8-K Material Events →
0000826154False00008261542026-05-052026-05-05

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 5, 2026
ORRSTOWN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania001-3429223-2530374
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
4750 Lindle Road,Harrisburg,Pennsylvania17111
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code:(717)532-6114
Not Applicable
(Former name or former address, if changed since last report)
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:
☐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 each classTrading symbol(s)Name of each exchange on which registered
Common Stock, no par valueORRFNasdaq Stock Market
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
On May 5, 2026, the Boards of Directors of Orrstown Financial Services, Inc. (the “Company”) and its wholly-owned subsidiary Orrstown Bank (the “Bank”) elected Adam L. Metz as the President, Chief Executive Officer and Director of the Company and the Bank, respectively, effective upon the retirement of Thomas R. Quinn, Jr. from those positions with the Company and the Bank at the close of business on June 1, 2026, Mr. Metz will serve as a Class B Director of the Company with a term expiring at the Company’s 2028 Annual Meeting of Shareholders.
Mr. Metz, 54, joined the Company and the Bank in 2016. Mr. Metz was named Senior Executive Vice President, Chief Operating Officer of the Company and the Bank in February 2025. Prior to that, he served as Executive Vice President and Chief Revenue Officer of the Company and the Bank from February 2019 to February 2025 and as Executive Vice President, Chief Lending Officer of the Company and the Bank from 2016 to February 2019. From 2011 to 2016, he served as Senior Vice President, Chief Lending Officer of Metro Bank, headquartered in Harrisburg, Pennsylvania.
There are no family relationships between Mr. Metz and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. No information is required to be disclosed with respect to Mr. Metz pursuant to Item 404(a) of Regulation S-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 5, 2026, the Company held its annual meeting of shareholders. The Board of Directors will carefully consider the voting results of the annual meeting and will continue to engage with our shareholders on these important issues.
The following is a record of the vote on each matter presented at the annual meeting.
(1) Elect four directors to Class A for three-year terms expiring in 2029.
An average of 95.81% of the votes cast were voted for each of the four nominees for election to the Company’s Board of Directors.
NomineeForWithheldBroker Non-Vote
Brian D. Brunner11,191,0161,293,2732,579,946
Scott V. Fainor12,311,705172,5842,579,946
Cindy J. Joiner12,199,481284,8082,579,946
Eric A. Segal12,142,448341,8412,579,946

(2) Approve a non-binding advisory vote regarding the compensation paid to our Named Executive Officers ("Say-On-Pay).
94.91% of the votes cast for or against the proposal were voted to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers.
ForAgainstAbstainBroker Non-Vote
11,550,558619,763313,9682,579,946



(3) Ratify the Audit Committee’s selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
99.50% of the votes cast for or against the proposal were voted to ratify the appointment of Crowe LLP as the independent registered public accounting firm for the Company.
ForAgainstAbstain
14,921,66274,52468,049
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the inline XBRL document)



SIGNATURES
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.
ORRSTOWN FINANCIAL SERVICES, INC.
Date: May 6, 2026By:/s/ Neelesh Kalani
Neelesh Kalani
Executive Vice President and Chief Financial Officer
(Duly Authorized Representative)


Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Orrstown Financial Services (ORRF) announce in this 8-K?

Orrstown Financial Services disclosed a planned CEO transition. Adam L. Metz will become President, CEO, and Director of the Company and Orrstown Bank when Thomas R. Quinn, Jr. retires at the close of business on June 1, 2026.

Who is Adam L. Metz, the incoming CEO of Orrstown Financial Services (ORRF)?

Adam L. Metz is a long-serving Orrstown executive. He joined in 2016 and has been Senior Executive Vice President and Chief Operating Officer since February 2025, after serving as Chief Revenue Officer and Chief Lending Officer in prior years.

How did Orrstown Financial Services (ORRF) shareholders vote on director elections?

Shareholders strongly supported all four Class A director nominees. An average of 95.81% of votes cast were in favor of each nominee for three-year terms expiring at the 2029 annual meeting, with broker non-votes reported separately.

What was the say-on-pay result for Orrstown Financial Services (ORRF)?

Shareholders approved executive compensation on an advisory basis. The non-binding say-on-pay proposal received 94.91% support of votes cast for or against, with 11,550,558 votes for, 619,763 against, 313,968 abstentions, and 2,579,946 broker non-votes.

Which audit firm will serve Orrstown Financial Services (ORRF) for fiscal 2026?

Crowe LLP was ratified as the independent registered public accounting firm. The ratification for the fiscal year ending December 31, 2026 received 14,921,662 votes for, 74,524 against, and 68,049 abstentions, representing 99.50% support of votes cast for or against.

Filing Exhibits & Attachments

3 documents

Other Documents