Citizens Financial Services Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five Class 3 directors to serve three-year terms.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Approval of the Citizens Financial Services, Inc. 2026 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the 2026 Equity Incentive Plan to authorize equity awards (options, SARs, restricted stock, RSUs, etc.) and reserve up to 250,000 shares.

   More detail

   The proposal requests shareholder approval of the Citizens Financial Services, Inc. 2026 Equity Incentive Plan, which the Board adopted on February 17, 2026, subject to shareholder approval. Management seeks authority to grant various equity awards—options, SARs, restricted stock, RSUs, deferred stock units, unrestricted stock, dividend equivalent rights, and other equity-based awards—to employees, non-employee directors, and consultants to attract, retain, and incentivize key personnel. The plan reserves up to 250,000 shares, includes limits on option repricing without shareholder approval, prohibits evergreen share replenishment, has a one-year minimum holding period for awarded shares, caps non-employee director awards, uses market-based pricing for options and SARs, and contains change-in-control provisions governing vesting and cash-outs. Management argues approval is necessary because the prior 2016 plan expired, and without the new plan the company would be unable to grant equity awards, impairing compensation programs and recruitment/retention efforts. The Board unanimously recommends a “FOR” vote, citing alignment of management and shareholder interests, governance protections, and standard market practices embedded in the plan.

4. 4

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the named executive officers’ compensation as disclosed in the proxy statement. Management presents details in the Compensation Discussion & Analysis, including pay philosophy, performance metrics, and pay-for-performance alignment. The Compensation/Human Resource Committee designed compensation with an emphasis on base salary, performance-based cash incentives, and long-term equity awards to align executives with shareholder interests. The board argues the program is market-competitive, ties pay to performance metrics such as return on equity and efficiency relative to peers, and includes governance features like independent committee oversight and consultant input. The advisory vote is non-binding, but the committee will consider results in future compensation decisions. The Board unanimously recommends a “FOR” vote.

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When is the Citizens Financial Services Inc 2026 annual meeting?

Citizens Financial Services Inc (CZFS) holds its 2026 annual shareholder meeting on Tuesday, April 21, 2026.

What is the record date for the Citizens Financial Services Inc 2026 meeting?

The record date for the Citizens Financial Services Inc 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Citizens Financial Services Inc's 2026 meeting?

The board is presenting 5 director nominees at the Citizens Financial Services Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Citizens Financial Services Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Citizens Financial Services Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.