PEOPLES FINANCIAL SERVICES CORP. 8-K

What Happened Peoples Financial Services Corp. filed an 8-K on May 27, 2026 reporting that at its May 22, 2026 annual meeting shareholders approved an amendment to the Company’s 2023 Equity Incentive Plan to increase the maximum number of shares available for awards to 300,000. The amendment only increases the share pool; no other plan changes were made. At the same meeting shareholders also elected four directors to terms through the 2029 annual meeting, approved the advisory “say-on-pay” vote and the frequency of future advisory votes, and ratified Baker Tilly US, LLP as the Company’s independent registered public accounting firm for fiscal 2026.

Key Details

• Equity plan amendment: increases maximum shares available under the 2023 Equity Incentive Plan to 300,000 shares (approved May 22, 2026); plan permits stock options, stock appreciation rights, restricted stock, restricted stock units and other cash/stock awards.
• Director elections (terms to 2029) and vote totals:
  • Sandra L. Bodnyk: For 5,732,797 | Against 124,873 | Abstain 48,356 | Broker non-votes 1,709,937
  • Joseph Coccia: For 5,694,733 | Against 137,827 | Abstain 73,466 | Broker non-votes 1,709,937
  • Joseph L. DeNaples: For 5,679,917 | Against 176,674 | Abstain 49,435 | Broker non-votes 1,709,937
  • Ronald G. Kukuchka: For 5,614,896 | Against 252,619 | Abstain 38,511 | Broker non-votes 1,709,937
• Advisory votes and auditor ratification:
  • Say-on-pay (advisory): For 5,630,884 | Against 164,899 | Abstain 110,243 | Broker non-votes 1,709,937
  • Say-on-frequency: One year preferred 5,063,712; Two years 181,779; Three years 507,361; Abstain 153,174; Broker non-votes 1,709,937
  • 2026 auditor ratification: Baker Tilly US, LLP — For 7,485,020 | Against 90,214 | Abstain 40,729 | Broker non-votes 0

Why It Matters Increasing the equity plan pool to 300,000 shares gives the company more capacity to grant stock- and cash-based awards to employees, directors and service providers, which management can use for compensation and retention. The election of four directors and the advisory approval of executive compensation and its annual frequency reflect shareholder support for current governance and pay practices. Ratifying Baker Tilly secures the audit firm for the coming fiscal year. Investors should note the exact vote totals and the presence of significant broker non-votes on non-routine matters (which can affect outcomes for certain proposals).