UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 22, 2026

CITIZENS FINANCIAL SERVICES INC
(Exact name of registrant as specified in its charter)

Pennsylvania
 
001-41410
 
23-2265045
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

15 S MAIN ST
MANSFIELD, Pennsylvania
 
16933
(Address of principal executive offices)
 
(Zip code)

Registrant's telephone number, including area code (570) 662-0444

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $1.00 Per Share
 CZFS
 NASDAQ Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described below in Item 5.07 of this Current Report on Form 8-K, on April 21, 2025, at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”), the shareholders of Citizens Financial Services, Inc. (the “Company”) approved the Citizens Financial Services, Inc. 2026 Equity Omnibus Incentive Plan (the “2026 Plan”). The 2026 Plan was adopted by the Company’s Board of Directors (the “Board”) and became effective on April 21, 2026 (the “Effective Date”), following approval by the shareholders at the Annual Meeting.
Term. Unless terminated sooner in accordance with the terms of the 2026 Plan or extended with shareholder approval, the 2026 Plan will terminate on the day before the tenth anniversary of the Effective Date, April 20, 2036.
Types of Awards. The 2026 Plan provides for the grant of options, SARs, restricted stock, RSUs, deferred stock units, unrestricted stock, dividend equivalent rights, and other equity-based awards.
Eligibility. All of our employees and the employees of our “subsidiaries” and “affiliates” (as defined in the 2026 Plan) are eligible to receive awards under the 2026 Plan. In addition, our non-employee directors and consultants and advisors who perform services for us and our subsidiaries and affiliates may receive awards under the 2025 Plan, other than incentive stock options.
Shares Reserved for Issuance. The maximum number of shares of the Corporation’s common stock that may be issued under the 2026 Plan will be equal to 250,000 shares our common stock.
A description of the material terms of the 2026 Plan is set forth in Item 3 contained in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026 (the “Proxy Statement”). The above description of the certain terms of the 2026 Plan is qualified in all respects by the full text of the 2026 Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07.   Submission of Matters to a Vote of Security Holders.
On April 21, 2026, the Company held its Annual Meeting.  The shareholders of the Company voted on four proposals at the Annual Meeting. The proposals are described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below.

1.
Election of Directors

At the Annual Meeting, the following persons were duly elected as Class 3 directors, to serve until the Company’s 2029 Annual Meeting of Shareholders:

   
Randall E.
Black
  
Joseph B.
Bower, Jr.
  
Rinaldo A.
DePaola
Janie M.
Hilfiger
Mickey L.
Jones
For
  
2,622,455
  
2,600,982
  
2,231,141
2,340,774
1,595,282
Withheld
  
145,816
  
167,289
  
537,130
427,497
1,172,989
Broker Non-Votes
  
625,944
  
625,944
  
625,944
625,944
625,944

2.
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, 2026. The table below sets forth the voting results for this proposal:
Votes For
 
Votes Against
 
Abstentions
  
Broker Non-Votes
  
3,335,928
  
50,295
  
8,028
  
-
  

3.
Approval of the Citizens Financial Services, Inc. 2026 Equity Incentive Plan
At the Annual Meeting, the Company’s shareholders approved the 2026 Plan, as described above in Item 5.02 of this Current Report on Form 8-K.  The table below sets forth the voting results for this proposal:
Votes For
 
Votes Against
 
Abstentions
  
Broker Non-Votes
  
2,219,905
  
484,486
  
63,880
  
625,944
  

4.
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
  
2,233,576
  
471,030
  
63,665
  
625,944
  

The results reported above are final voting results.
Item 8.01.   Other Events.
On April 22, 2026, the Company issued a press release related to the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01.   Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
 
Description


104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CITIZENS FINANCIAL SERVICES, INC.
 
 
 
 
 
 
April 22, 2026
By:
/s/ Stephen J. Guillaume
 
 
Stephen J. Guillaume
 
 
Chief Financial Officer