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