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:  May 14, 2016

(Date of earliest event reported)

 

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its charter)

 

001-36388

(Commission File Number)

 

 

 

(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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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

 

The 2016 annual meeting of shareholders of Peoples Financial Services Corp. (the “Company”) was held on May 14, 2016.  At the annual meeting, the shareholders of the Company voted to elect four directors to the Company’s board of directors, each to serve until the 2019 annual meeting of shareholders and until his or her successor has been selected and qualified; to approve, on an advisory basis, the compensation of the Company’s named executive officers; and to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.  A shareholder proposal regarding a request for proxy access failed to obtain the votes necessary for approval.

 

The names of each director elected at the annual meeting, as well as the number of votes cast for or withheld and the number of broker non-votes as to each director nominee, are as follows:

 

Name		For		Withheld		Broker Non-Votes
William E. Aubrey II		5,125,840		211,043		1,044,374
Craig W. Best		5,126,798		210,085		1,044,374
Joseph E. Cesare, M.D.		5,077,863		259,020		1,044,374
Joseph T. Wright, Jr.		5,126,695		210,188		1,044,374

 

As to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

 

For		Against		Abstain		Broker Non-Votes
4,752,488		341,975		242,420		1,044,374

 

As to the vote to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

 

For		Against		Abstain		Broker Non-Votes
6,289,713		43,886		47,658		—

 

As to the vote on the shareholder proposal regarding a request for proxy access, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

 

For		Against		Abstain		Broker Non-Votes
918,902		4,173,705		244,276		1,044,374

 

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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.

 

	PEOPLES FINANCIAL SERVICES CORP.
	By:	/s/ Craig W. Best
		Craig W. Best
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:  May 17, 2016

 

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