Peoples Financial sets annual executive pay votes

Q: What prompted PFIS to choose an annual frequency for say-on-pay votes?

Shareholders at PFIS’s 2026 annual meeting expressed a preference for holding advisory votes on executive compensation every one year, and the board aligned its decision with both that preference and its recommendation in the proxy materials.

Peoples Financial Services Corp. (PFIS) announced its decision on how often to hold shareholder advisory votes on the compensation of its named executive officers.

Filing Impact

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Filing Sentiment

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Form Type

8-K/A

Rhea-AI Filing Summary

Peoples Financial Services Corp. (PFIS) announced its decision on how often to hold shareholder advisory votes on the compensation of its named executive officers. Following shareholder preferences expressed at the 2026 annual meeting and the board’s prior recommendation, the board chose to hold these advisory votes every one year.

This amendment is limited to disclosing that frequency decision under Item 5.07(d) and does not change any other information previously disclosed about the 2026 annual meeting voting results.

8-K Event Classification

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

1 item

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.

Key Figures

Frequency of advisory vote on executive compensation: 1 year Annual meeting date: May 22, 2026 Original report date: May 27, 2026 +1 more

4 metrics

Frequency of advisory vote on executive compensation 1 year Board determination for future advisory say-on-pay votes

Annual meeting date May 22, 2026 2026 annual meeting of shareholders where frequency preference was voted

Original report date May 27, 2026 Date the original current report with voting results was filed

Amendment signature date August 28, 2026 Date the amendment was signed by the Executive Vice President and CFO

Key Terms

advisory votes on the compensation of the Company’s named executive officers, named executive officers, shareholder advisory vote on the frequency, board of directors

4 terms

advisory votes on the compensation of the Company’s named executive officers financial

"future advisory votes on the compensation of the Company’s named executive officers"

named executive officers financial

"the compensation of the Company’s named executive officers every one year"

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.

shareholder advisory vote on the frequency financial

"the next required shareholder advisory vote on the frequency of future advisory votes"

board of directors financial

"the board has determined that, until the next required shareholder advisory vote"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance decision did PFIS disclose in this 8-K/A amendment?

PFIS disclosed that its board has determined to hold shareholder advisory votes on the compensation of its named executive officers every one year, consistent with shareholder voting results at the 2026 annual meeting and the board’s prior recommendation.

How often will PFIS (Peoples Financial Services Corp.) hold say-on-pay advisory votes?

PFIS will hold future advisory votes on the compensation of its named executive officers every one year, until the next required shareholder advisory vote on the frequency of such votes changes that determination.

What prompted PFIS to choose an annual frequency for say-on-pay votes?

Shareholders at PFIS’s 2026 annual meeting expressed a preference for holding advisory votes on executive compensation every one year, and the board aligned its decision with both that preference and its recommendation in the proxy materials.

Does this PFIS 8-K/A amendment change any other 2026 annual meeting results?

No. The amendment states that its sole purpose is to disclose the board’s decision on the frequency of future advisory votes on named executive officer compensation. It does not alter any other previously disclosed voting results from the 2026 annual meeting.

How long will PFIS follow the annual say-on-pay vote schedule?

PFIS states that it will hold advisory votes on named executive officer compensation every one year until the next required shareholder advisory vote on how frequently such advisory votes should occur.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 04:19 PM EDT Accepted by SEC EDGAR 08/28/2026 - 04:17 PM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: May 22, 2026

(Date of earliest event reported)

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its Charter)

PA	001-36388	23-2391852
(State or other jurisdiction	(Commission file number)	(IRS Employer
of incorporation)		Identification No.)

30 E D Preate Drive, Moosic, PA 18507

(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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $2.00 par value		PFIS		The Nasdaq Stock Market LLC

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. ¨

Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Peoples Financial Services Corp. (the “Company”) with the U.S. Securities and Exchange Commission on May 27, 2026 (the “Original Form 8-K”). The Original Form 8-K reported, among other things, the final voting results of the Company’s 2026 annual meeting of shareholders held on May 22, 2026. The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision regarding how frequently it will conduct future shareholder advisory votes on the compensation of the Company’s named executive officers. No other changes have been made to the Original Form 8-K.

Item 5.07

Submission of Matters to a Vote of Security Holders

(d) As previously reported in the Original Form 8-K, at the Company’s 2026 annual meeting of shareholders, the Company’s shareholders voted their preference for holding future advisory votes on the compensation of the Company’s named executive officers every one year. In light of these results, and consistent with the recommendation of the Company’s board of directors as set forth in the Company’s proxy statement for the annual meeting, the board has determined that, until the next required shareholder advisory vote on the frequency of future advisory votes, the Company will hold future advisory votes on the compensation of the Company’s named executive officers every one year.

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/ James M. Bone, Jr., CPA
		James M. Bone, Jr., CPA
		Executive Vice President and Chief Financial Officer
		Principal Financial Officer

Dated: August 28, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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