Peoples Financial amends bylaws, sets merger-related board changes with FNCB

PEOPLES FINANCIAL SERVICES CORP.

Board approved second amended and restated bylaws effective immediately; updates include proxy rules, exclusive forum provisions.
Conditional amendments to Sections 11.3 and 11.5 become effective upon merger close, if transaction completes.
Upon closing, board expands to 16 directors: 8 designated by Peoples, 8 by FNCB; William E. Aubrey II to remain Chairman, Louis A. DeNaples, Sr. to become Vice Chairman.
Amendments add exclusive forum clauses: Pennsylvania state courts for derivative/fiduciary claims; federal courts for Securities Act claims.
Age limit exception allows directors aged 73+ to serve one additional term after merger close.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PEOPLES FINANCIAL SERVICES CORP.: Adopted a second amendment and restatement of the bylaws, effective immediately, making various changes to meeting procedures, shareholder notice, proxy card color, forum selection, and universal proxy rules (effective 2023-10-27).

Change: bylaw amendment
Effective: 2023-10-27

Exact text from the filing

On October 27, 2023, the Board of Directors (the “Board”) of Peoples Financial Services Corp. (the “Company”) approved a second amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective immediately

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PEOPLES FINANCIAL SERVICES CORP.: Approved conditional amendments to Sections 11.3 and 11.5 of the bylaws, to become effective upon completion of the merger with FNCB Bancorp, Inc., regarding board composition, chairman/vice chairman, and director age eligibility.

Change: bylaw amendment

Exact text from the filing

In addition, subject to completion of the Merger, at the effective time of the Merger, Sections 11.3 and 11.5 of the Amended and Restated Bylaws would be amended to, among other things:

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Source: SEC EDGAR

accession 0001104659-23-113839

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