---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-037881"
form_type: "8-K"
ticker: "PFIS"
cik: "0001056943"
company_name: "PEOPLES FINANCIAL SERVICES CORP."
filed_at: "2024-03-22T23:59:59+00:00"
generated_at: "2026-06-04T08:57:31.999189+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Peoples Financial and FNCB shareholders approve merger; regulatory approvals pending

## Summary
- Peoples shareholders voted 4,642,633 for, 287,543 against, 50,330 abstain to approve the merger with FNCB.
- FNCB shareholders also approved the merger at their March 22, 2024 special meeting.
- Peoples' bylaw amendment to limit director/officer liability failed (needed 75% vote; only ~63% for).
- Closing remains subject to regulatory approvals and other customary conditions.

## SEC filing metadata
- accession: 0001104659-24-037881
- form_type: 8-K
- ticker: PFIS
- cik: 0001056943
- company_name: PEOPLES FINANCIAL SERVICES CORP.
- filed_at: 2024-03-22T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1056943/000110465924037881/0001104659-24-037881-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1056943/000110465924037881/tm248669d3_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-037881
- JSON: https://secwatch.observer/filing/0001104659-24-037881.json
- Plain text: https://secwatch.observer/filing/0001104659-24-037881.txt

## Key facts
- Shareholder Votes
  PEOPLES FINANCIAL SERVICES CORP. shareholders rejected Approve an amendment to the Peoples Second Amended and Restated Bylaws to add a provision for limitation of liability for officers and directors. at the 2024-03-22 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2024-03-22
  source text: Proposal No. 2 : A proposal to approve an amendment to the Peoples Second Amended and Restated Bylaws that would add a provision to provide for the limitation of liability for officers and directors of the Company, as permitted by the Pennsylvania Business Corporation Law of 1988, as amended.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1056943/000110465924037881/0001104659-24-037881-index.htm
- Shareholder Votes
  PEOPLES FINANCIAL SERVICES CORP. shareholders approved Approve the Agreement and Plan of Merger with FNCB Bancorp, Inc. at the 2024-03-22 meeting.
  - Proposal: merger approval
  - Outcome: passed
  - Meeting: 2024-03-22
  source text: Proposal No. 1 : A proposal to approve the Agreement and Plan of Merger dated as of September 27, 2023, by and between the Company and FNCB (the "Merger Agreement"), and the other transactions contemplated by the Merger Agreement, pursuant to which FNCB will merge with and into the Company, with the Company surviving.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1056943/000110465924037881/0001104659-24-037881-index.htm
- Shareholder Votes
  PEOPLES FINANCIAL SERVICES CORP. shareholders approved Advisory (non-binding) proposal to approve merger-related compensation payments to named executive officers. at the 2024-03-22 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-03-22
  source text: Proposal No. 3 : A proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that may be paid to the applicable named executive officer of the Company in connection with the transactions contemplated by the Merger Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1056943/000110465924037881/0001104659-24-037881-index.htm

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