--- schema_version: "secwatch.filing_event.v1" accession: "0000739421-24-000025" form_type: "8-K" ticker: "CZFS" cik: "0000739421" company_name: "CITIZENS FINANCIAL SERVICES INC" filed_at: "2024-04-17T23:59:59+00:00" generated_at: "2026-06-03T21:57:09.609360+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Citizens Financial COO to retire June 7; board reduced after Kosa departure ## Summary - Mickey L. Jones, SEVP & COO, will retire effective June 7, 2024. - Shareholders elected Chappell, Graham, Landy as Class 1 directors for three-year terms. - Say-on-pay passed with 2.27M for, 453K against; annual frequency advisory approved. - Board size cut from 12 to 11 directors following Kosa's retirement. - Auditor S.R. Snodgrass ratified for FY 2024 with 3.13M votes for. ## SEC filing metadata - accession: 0000739421-24-000025 - form_type: 8-K - ticker: CZFS - cik: 0000739421 - company_name: CITIZENS FINANCIAL SERVICES INC - filed_at: 2024-04-17T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/739421/000073942124000025/0000739421-24-000025-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/739421/000073942124000025/annualmeetingresults2024.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000739421-24-000025 - JSON: https://secwatch.observer/filing/0000739421-24-000025.json - Plain text: https://secwatch.observer/filing/0000739421-24-000025.txt ## Key facts - Executive change Mickey L. Jones retired as Senior Executive Vice President and Chief Operating Officer at CITIZENS FINANCIAL SERVICES INC. - Action: retired - Role: Senior Executive Vice President and Chief Operating Officer source text: Mickey L. Jones, Senior Executive Vice President and Chief Operating Officer of Citizens Financial Services, Inc. (the “Company”) and of First Citizens Community Bank (the “Bank”), notifed the Company that he will retire from such positions effective June 7, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/739421/000073942124000025/0000739421-24-000025-index.htm - Shareholder Votes CITIZENS FINANCIAL SERVICES INC shareholders approved Election of Class 1 Directors at the 2024-04-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-04-16 source text: Election of Class 1 Directors At the Annual Meeting, the following persons were duly elected as Class 1 directors, to serve until the Company’s 2027 Annual Meeting of Shareholders: Robert W. Chappell Roger C. Graham, Jr. R. Joseph Landy For 2,381,288 2,469,037 2,262,161 Withheld 392,564 304,815 511,691 Broker Non-Votes 626,012 626,012 626,012 evidence_url: https://www.sec.gov/Archives/edgar/data/739421/000073942124000025/0000739421-24-000025-index.htm - Shareholder Votes CITIZENS FINANCIAL SERVICES INC shareholders approved Advisory vote on the frequency of the advisory vote to approve the compensation of the Company's named executive officers at the 2024-04-16 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2024-04-16 source text: Advisory vote on the frequency of the advisory vote to approve the compensation of the Company’s named executive officers At the Annual Meeting, the Company’s shareholders voted, on a non-binding basis, for the shareholder vote on the compensation paid to the Company’s named executive officers to be held on an annual basis. The table below sets forth the voting results for this proposal: One Year Two Years Three Years Abstentions 2,421,783 23,349 84,973 243,747 evidence_url: https://www.sec.gov/Archives/edgar/data/739421/000073942124000025/0000739421-24-000025-index.htm - Shareholder Votes CITIZENS FINANCIAL SERVICES INC shareholders approved Advisory vote to approve the compensation of the Company's named executive officers at the 2024-04-16 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-04-16 source text: Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement At the Annual Meeting, the Company’s shareholders approved, by non-binding advisory vote, the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal: Votes For Votes Against Abstentions Broker Non-Votes 2,265,150 453,427 55,275 626,012 evidence_url: https://www.sec.gov/Archives/edgar/data/739421/000073942124000025/0000739421-24-000025-index.htm - Shareholder Votes CITIZENS FINANCIAL SERVICES INC shareholders approved Ratification of S.R. Snodgrass, P.C. as the Company’s Independent Registered Public Accounting Firm at the 2024-04-16 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-16 source text: Ratification of S.R. Snodgrass, P.C. as the Company’s Independent Registered Public Accounting Firm At the Annual Meeting, the Company’s shareholders ratified the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The table below sets forth the voting results for this proposal: Votes For Votes Against Abstentions Broker Non-Votes 3,129,668 250,377 19,819 ⸻ evidence_url: https://www.sec.gov/Archives/edgar/data/739421/000073942124000025/0000739421-24-000025-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.