---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-061878"
form_type: "8-K"
ticker: "PFIS"
cik: "0001056943"
company_name: "PEOPLES FINANCIAL SERVICES CORP."
filed_at: "2023-05-17T23:59:59+00:00"
generated_at: "2026-06-14T22:09:00.487157+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# PFIS shareholders approve 2023 Equity Incentive Plan, elect three directors at annual meeting

## Summary
- Shareholders elected Sandra L. Bodnyk, Ronald G. Kukuchka, and Elisa Zúñiga Ramirez to three-year terms.
- Advisory vote on named executive officer compensation passed with 3,615,386 for, 216,071 against.
- Ratification of Baker Tilly US, LLP as auditor for FY2023 approved with 4,896,595 for, 81,714 against.
- 2023 Equity Incentive Plan approved, authorizing up to 120,000 new shares plus up to 31,696 from lapsed awards.
- Broker non-votes were 1,045,590 on director elections, say-on-pay, and equity plan; none on auditor ratification.

## SEC filing metadata
- accession: 0001104659-23-061878
- form_type: 8-K
- ticker: PFIS
- cik: 0001056943
- company_name: PEOPLES FINANCIAL SERVICES CORP.
- filed_at: 2023-05-17T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1056943/000110465923061878/0001104659-23-061878-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1056943/000110465923061878/tm2316020d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-061878
- JSON: https://secwatch.observer/filing/0001104659-23-061878.json
- Plain text: https://secwatch.observer/filing/0001104659-23-061878.txt

## Key facts
- Shareholder Votes
  PEOPLES FINANCIAL SERVICES CORP. shareholders approved Ratification of Baker Tilly US, LLP as independent registered public accounting firm for fiscal year ending December 31, 2022 at the 2023-05-13 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-13
  source text: As to the ratification of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, 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 4,896,595 81,714 32,476 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1056943/000110465923061878/0001104659-23-061878-index.htm
- Shareholder Votes
  PEOPLES FINANCIAL SERVICES CORP. shareholders approved Approval of Peoples Financial Services Corp. 2023 Equity Incentive Plan at the 2023-05-13 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-13
  source text: As to the proposal to approve the Peoples Financial Services Corp. 2023 Equity Incentive Plan, 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 3,556,447 329,497 79,251 1,045,590
  evidence_url: https://www.sec.gov/Archives/edgar/data/1056943/000110465923061878/0001104659-23-061878-index.htm
- Shareholder Votes
  PEOPLES FINANCIAL SERVICES CORP. shareholders approved Advisory vote to approve compensation of named executive officers at the 2023-05-13 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-13
  source text: 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 3,615,386 216,071 133,738 1,045,590
  evidence_url: https://www.sec.gov/Archives/edgar/data/1056943/000110465923061878/0001104659-23-061878-index.htm
- Shareholder Votes
  PEOPLES FINANCIAL SERVICES CORP. shareholders approved Election of three directors to serve until the 2026 annual meeting at the 2023-05-13 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-13
  source text: The names of each director elected at the annual meeting, as well as the number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each director nominee, are as follows: Name For Against Abstain Broker Non-Votes Sandra L. Bodnyk 3,357,624 587,161 20,410 1,045,590 Ronald G. Kukuchka 3,230,613 708,961 25,621 1,045,590 Elisa Zúñiga Ramirez 3,794,351 153,127 17,717 1,045,590
  evidence_url: https://www.sec.gov/Archives/edgar/data/1056943/000110465923061878/0001104659-23-061878-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.