PEOPLES FINANCIAL SERVICES CORP. — fact timeline

PEOPLES FINANCIAL SERVICES CORP. shareholders approved Ratification of Baker Tilly US, LLP as independent registered public accounting firm for fiscal year 2026 at the 2026-05-22 meeting.

“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, 2026, 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 7,485,020 90,214 40,729 0”

PEOPLES FINANCIAL SERVICES CORP. shareholders approved Amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to increase shares to 300,000 at the 2026-05-22 meeting.

“As to the proposal to approve an amendment to the Company’s 2023 Equity Incentive Plan to increase the number of shares that may be issued under the plan to 300,000 shares, 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 5,397,217 432,633 76,176 1,709,937”

PEOPLES FINANCIAL SERVICES CORP. shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation at the 2026-05-22 meeting.

“As to the proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers, shareholders voted their preference to on whether the vote should occur every year, every two years, or every 3 years as follows: One Year Two Years Three Years Abstain Broker Non-Votes 5,063,712 181,779 507,361 153,174 1,709,937”

PEOPLES FINANCIAL SERVICES CORP. shareholders approved Advisory vote to approve the compensation of the Company’s named executive officers at the 2026-05-22 meeting.

“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 5,630,884 164,899 110,243 1,709,937”

PEOPLES FINANCIAL SERVICES CORP. shareholders approved Election of four directors to serve until the 2029 annual meeting at the 2026-05-22 meeting.

“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 5,732,797 124,873 48,356 1,709,937 Joseph Coccia 5,694,733 137,827 73,466 1,709,937 Joseph L. DeNaples 5,679,917 176,674 49,435 1,709,937 Ronald G. Kukuchka 5,614,896 252,619 38,511 1,709,937”

PEOPLES FINANCIAL SERVICES CORP. reported the three months ended March 31, 2026 results: net income $14.7 million, EPS $1.47 per diluted share.

“Peoples Security Bank and Trust Company (the “Bank”), today reported unaudited financial results at and for the three months ended March 31, 2026. Peoples reported net income of $14.7 million, or $1.47 per diluted share for the three months ended March 31, 2026, compared to net income of $15.0 million, or $1.49 per diluted share for the three months ended March 31,”

PEOPLES FINANCIAL SERVICES CORP. incurred senior notes of $85.0 million with certain qualified institutional buyers and institutional accredited investors at 7.75% maturing June 15, 2035.

“On June 6, 2025, Peoples Financial Services Corp. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Subordinated Note Purchase Agreements”) with certain qualified institutional buyers and institutional accredited investors (collectively, the “Subordinated Note Purchasers”) pursuant to which the Company issued and sold $85.0 million in aggregate principal amount of its 7.75% Fixed-to-Floating Rate Subordinated Notes due 2035”

PEOPLES FINANCIAL SERVICES CORP.: Amended Sections 13.2 and 19.1 to clarify roles of CEO and President regarding distinct offices and Executive Committee composition (effective 2025-05-30).

“On and effective May 30, 2025, the board of directors of Peoples Financial Services Corp. (the “Company”) approved the Third Amended and Restated Bylaws of the Company, which amended Sections 13.2 and 19.1 of the bylaws.”

James M. Bone, Jr. departed as principal accounting officer at PEOPLES FINANCIAL SERVICES CORP..

“Upon the effectiveness of Ms. Westington’s appointment, Mr. Bone ceased to serve as principal accounting officer.”

Stephanie A. Westington was appointed as Senior Vice President and Chief Accounting Officer at PEOPLES FINANCIAL SERVICES CORP..

“On March 28, 2025, the boards of directors of Peoples Financial Services Corp., a Pennsylvania corporation (the “Company”), and its banking subsidiary, Peoples Security Bank and Trust Company (the “Bank”), approved the appointment of Stephanie A. Westington, CPA, as Senior Vice President and Chief Accounting Officer of the Company and the Bank, a role in which she will serve as the principal accounting officer of the Company, effective as of April 1, 2025.”

Thomas P. Tulaney changed role as President at PEOPLES FINANCIAL SERVICES CORP..

“Thomas P. Tulaney, the President of PFIS and PSBT, will cease to be the principal operating officer of PFIS.”

John R. Anderson, III was appointed as Chief Operating Officer at PEOPLES FINANCIAL SERVICES CORP..

“the appointment of James M. Bone, Jr., CPA as Chief Financial Officer of PFIS and PSBT, a role in which he will serve as the principal financial officer and principal accounting officer of PFIS, and the appointment of John R. Anderson, III as Chief Operating Officer of PFIS and PSBT, a role in which he will serve as the principal operating officer of PFIS, in each case effective as of March 31, 2025.”

James M. Bone, Jr. was appointed as Chief Financial Officer at PEOPLES FINANCIAL SERVICES CORP..

“the appointment of James M. Bone, Jr., CPA as Chief Financial Officer of PFIS and PSBT, a role in which he will serve as the principal financial officer and principal accounting officer of PFIS, and the appointment of John R. Anderson, III as Chief Operating Officer of PFIS and PSBT, a role in which he will serve as the principal operating officer of PFIS, in each case effective as of March 31, 2025.”

Thomas P. Tulaney was appointed as President at PEOPLES FINANCIAL SERVICES CORP..

“Thomas P. Tulaney, Chief Operating Officer of the Company and the Bank, will succeed Mr. Champi as President of Peoples and Peoples Bank.”

Gerard A. Champi was appointed as Chief Executive Officer at PEOPLES FINANCIAL SERVICES CORP..

“Gerard A. Champi, President of Peoples and Peoples Bank, will succeed Mr. Best as Chief Executive Officer of Peoples and Peoples Bank, and principal executive officer of Peoples.”

Craig W. Best resigned as Chief Executive Officer at PEOPLES FINANCIAL SERVICES CORP..

“Mr. Best will resign from his positions as Chief Executive Officer and director of Peoples and Peoples Bank effective as of December 31, 2024.”

Gerard A. Champi changed role as Chief Executive Officer at PEOPLES FINANCIAL SERVICES CORP..

“The Champi Employment Agreement contemplates that Peoples and Peoples Bank will promote Mr. Champi to the position of Chief Executive Officer on or prior to July 1, 2025.”

PEOPLES FINANCIAL SERVICES CORP. completed an acquisition involving FNCB Bancorp, Inc. for approximately 2,936,172 shares of Peoples Common Stock (closed 2024-07-01).

“lieu of fractional shares of Peoples Common Stock in accordance with the terms of the Merger Agreement. The total aggregate consideration payable in the Merger was approximately 2,936,172 shares of Peoples Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to”

Thomas P. Tulaney was appointed as Chief Operating Officer of Peoples Bank at PEOPLES FINANCIAL SERVICES CORP..

“Thomas P. Tulaney, the Chief Operating Officer of Peoples Bank following the effective time of the Bank Merger”

Gerard A. Champi was appointed as President of Peoples Bank at PEOPLES FINANCIAL SERVICES CORP..

“Gerard A. Champi, the President of Peoples Bank following the effective time of the Bank Merger”

Louis A. DeNaples, Sr. was appointed as Vice Chairman of the Board at PEOPLES FINANCIAL SERVICES CORP..

“Mr. DeNaples, Sr., the chairman of the FNCB board of directors immediately prior to the Effective Time, was appointed as Vice Chairman of the Board.”

Thomas J. Melone was appointed as Director at PEOPLES FINANCIAL SERVICES CORP..

“The eight FNCB Continuing Directors designated by FNCB pursuant to the Merger Agreement and the Peoples bylaw amendment, each of whom was serving as a member of the board of directors of FNCB immediately prior to the Effective Time, and was appointed as a member of the Board effective as of the Effective Time, are as follows: Louis A. DeNaples, Sr., William G. Bracey, Joseph Coccia, William P. Conaboy, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert, and Thomas J. Melone.”

Kathleen M. Lambert was appointed as Director at PEOPLES FINANCIAL SERVICES CORP..

“The eight FNCB Continuing Directors designated by FNCB pursuant to the Merger Agreement and the Peoples bylaw amendment, each of whom was serving as a member of the board of directors of FNCB immediately prior to the Effective Time, and was appointed as a member of the Board effective as of the Effective Time, are as follows: Louis A. DeNaples, Sr., William G. Bracey, Joseph Coccia, William P. Conaboy, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert, and Thomas J. Melone.”

Keith W. Eckel was appointed as Director at PEOPLES FINANCIAL SERVICES CORP..

“The eight FNCB Continuing Directors designated by FNCB pursuant to the Merger Agreement and the Peoples bylaw amendment, each of whom was serving as a member of the board of directors of FNCB immediately prior to the Effective Time, and was appointed as a member of the Board effective as of the Effective Time, are as follows: Louis A. DeNaples, Sr., William G. Bracey, Joseph Coccia, William P. Conaboy, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert, and Thomas J. Melone.”

Joseph L. DeNaples was appointed as Director at PEOPLES FINANCIAL SERVICES CORP..

“The eight FNCB Continuing Directors designated by FNCB pursuant to the Merger Agreement and the Peoples bylaw amendment, each of whom was serving as a member of the board of directors of FNCB immediately prior to the Effective Time, and was appointed as a member of the Board effective as of the Effective Time, are as follows: Louis A. DeNaples, Sr., William G. Bracey, Joseph Coccia, William P. Conaboy, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert, and Thomas J. Melone.”

William P. Conaboy was appointed as Director at PEOPLES FINANCIAL SERVICES CORP..

“The eight FNCB Continuing Directors designated by FNCB pursuant to the Merger Agreement and the Peoples bylaw amendment, each of whom was serving as a member of the board of directors of FNCB immediately prior to the Effective Time, and was appointed as a member of the Board effective as of the Effective Time, are as follows: Louis A. DeNaples, Sr., William G. Bracey, Joseph Coccia, William P. Conaboy, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert, and Thomas J. Melone.”

Joseph Coccia was appointed as Director at PEOPLES FINANCIAL SERVICES CORP..

“The eight FNCB Continuing Directors designated by FNCB pursuant to the Merger Agreement and the Peoples bylaw amendment, each of whom was serving as a member of the board of directors of FNCB immediately prior to the Effective Time, and was appointed as a member of the Board effective as of the Effective Time, are as follows: Louis A. DeNaples, Sr., William G. Bracey, Joseph Coccia, William P. Conaboy, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert, and Thomas J. Melone.”

William G. Bracey was appointed as Director at PEOPLES FINANCIAL SERVICES CORP..

“The eight FNCB Continuing Directors designated by FNCB pursuant to the Merger Agreement and the Peoples bylaw amendment, each of whom was serving as a member of the board of directors of FNCB immediately prior to the Effective Time, and was appointed as a member of the Board effective as of the Effective Time, are as follows: Louis A. DeNaples, Sr., William G. Bracey, Joseph Coccia, William P. Conaboy, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert, and Thomas J. Melone.”

Louis A. DeNaples, Sr. was appointed as Director at PEOPLES FINANCIAL SERVICES CORP..

“The eight FNCB Continuing Directors designated by FNCB pursuant to the Merger Agreement and the Peoples bylaw amendment, each of whom was serving as a member of the board of directors of FNCB immediately prior to the Effective Time, and was appointed as a member of the Board effective as of the Effective Time, are as follows: Louis A. DeNaples, Sr., William G. Bracey, Joseph Coccia, William P. Conaboy, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert, and Thomas J. Melone.”

PEOPLES FINANCIAL SERVICES CORP. shareholders approved Ratification of Baker Tilly US, LLP as independent auditor at the 2024-05-11 meeting.

“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, 2024, 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 4,826,756 69,450 48,444 0”

PEOPLES FINANCIAL SERVICES CORP. shareholders approved Advisory vote on executive compensation at the 2024-05-11 meeting.

“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 3,459,261 230,544 83,400 1,171,445”

PEOPLES FINANCIAL SERVICES CORP. shareholders approved Election of Directors at the 2024-05-11 meeting.

“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 Richard S. Lochen, Jr. 2,657,253 1,078,052 37,900 1,171,445 James B. Nicholas 3,212,469 510,888 49,848 1,171,445”

PEOPLES FINANCIAL SERVICES CORP. reported financial results for the three month period ended March 31, 2024.

“On April 25, 2024, Peoples Financial Services Corp. issued a press release announcing unaudited results of operations for the three month period ended March 31, 2024 and financial condition at March 31, 2024.”

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 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.”

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 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.”

PEOPLES FINANCIAL SERVICES CORP. shareholders approved Approve the Agreement and Plan of Merger with FNCB Bancorp, Inc. at the 2024-03-22 meeting.

“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.”

PEOPLES FINANCIAL SERVICES CORP. reported financial results for the twelve months ended December 31, 2023.

“On January 25, 2024, Peoples Financial Services Corp. issued a press release announcing unaudited results of operations for the three and twelve month periods ended December 31, 2023 and financial condition at December 31, 2023.”

PEOPLES FINANCIAL SERVICES CORP. reported financial results for the three months ended December 31, 2023.

“On January 25, 2024, Peoples Financial Services Corp. issued a press release announcing unaudited results of operations for the three and twelve month periods ended December 31, 2023 and financial condition at December 31, 2023.”

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.

“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:”

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).

“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”

PEOPLES FINANCIAL SERVICES CORP. entered into Agreement and Plan of Merger with FNCB Bancorp, Inc. (effective 2023-09-27).

“On September 27, 2023, Peoples Financial Services Corp., a Pennsylvania corporation (“Peoples”), and FNCB Bancorp, Inc., a Pennsylvania corporation (“FNCB”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).”

PEOPLES FINANCIAL SERVICES CORP. reported financial results for three and six month periods ended June 30, 2023.

“On July 25, 2023, Peoples Financial Services Corp. issued a press release announcing unaudited results of operations for the three and six month periods ended June 30, 2023 and financial condition at June 30, 2023.”

PEOPLES FINANCIAL SERVICES CORP. shareholders approved Approval of Peoples Financial Services Corp. 2023 Equity Incentive Plan at the 2023-05-13 meeting.

“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”

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.

“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”

PEOPLES FINANCIAL SERVICES CORP. shareholders approved Advisory vote to approve compensation of named executive officers at the 2023-05-13 meeting.

“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”

PEOPLES FINANCIAL SERVICES CORP. shareholders approved Election of three directors to serve until the 2026 annual meeting at the 2023-05-13 meeting.

“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”

PEOPLES FINANCIAL SERVICES CORP. reported financial results for three and twelve month periods ended December 31, 2022.

“Peoples Financial Services Corp. issued a press release announcing unaudited results of operations for the three and twelve month periods ended December 31, 2022 and financial condition at December 31, 2022.”

Elisa Zúñiga Ramirez was appointed as Director at PEOPLES FINANCIAL SERVICES CORP..

“On March 4, 2022, Elisa Zúñiga Ramirez accepted an appointment to the board of directors of Peoples Financial Services Corp.”