UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its Charter)
| (State or other jurisdiction | (Commission file number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 5.07. | Submission of Matters to a Vote of Security Holders |
On March 22, 2024, Peoples Financial Services Corp., a Pennsylvania corporation (“Peoples”), held a special meeting of shareholders (the “Special Meeting”). The primary purpose of the Special Meeting was to consider and approve the proposed combination of FNCB Bancorp, Inc., a Pennsylvania corporation (“FNCB”) and Peoples, whereby FNCB would merge with and into Peoples, with Peoples as the surviving entity (the “Merger”), as more fully described in a joint proxy statement prospectus dated January 24, 2024 and mailed to Peoples shareholders as of the record date on or about January 25, 2024. As of the close of business on January 19, 2024, the record date for the Special Meeting, there were 7,043,105 shares of Peoples common stock outstanding. At the special meeting there were 4,980,506 shares of Peoples common stock represented in person or by proxy, constituting a quorum.
The voting results from the Special Meeting as to the proposals presented to Peoples shareholders were as follows:
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.
Proposal No. 1 was approved by Peoples shareholders. Proposal No. 1 received the following votes:
| Common Stock | ||||||||||||||||
| Votes For | Votes Against | Votes Abstained | Broker Non Votes | |||||||||||||
| Common Stock | 4,642,633 | 287,543 | 50,330 | 0 | ||||||||||||
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.
Proposal No. 2 was not approved by Peoples shareholders. Proposal No. 2 required the affirmative vote of Peoples shareholders, present by participation in the virtual Peoples Special Meeting or by proxy, of shares entitled to cast at least 75% of the votes which all shareholders are entitled to cast. Proposal No. 2 received the following votes:
| Common Stock | ||||||||||||||||
| Votes For | Votes Against | Votes Abstained | Broker Non Votes | |||||||||||||
| Common Stock | 4,421,658 | 492,170 | 66,678 | 0 | ||||||||||||
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.
Proposal No. 3 was approved by Peoples shareholders. Proposal No. 3 received the following votes:
| Common Stock | ||||||||||||||||
| Votes For | Votes Against | Votes Abstained | Broker Non Votes | |||||||||||||
| Common Stock | 4,397,682 | 504,057 | 78,767 | 0 | ||||||||||||
In connection with the Special Meeting, Peoples solicited proxies with respect to a proposal to adjourn the Special Meeting, to a later date or dates, if necessary or appropriate, to establish a quorum or to approve the merger proposal. Because the Peoples shareholders approved the Peoples merger proposal at the Special Meeting, the adjournment proposal was not submitted to the shareholders.
| Item 8.01 | Other Events |
On March 22, 2024, Peoples and FNCB issued a joint press release announcing that, at special meetings of their respective shareholders held on March 22, 2024, Peoples and FNCB shareholders approved the merger of FNCB with and into Peoples, with Peoples as the surviving corporation pursuant to the Agreement and Plan of Merger, dated as of September 27, 2023 by and between Peoples and FNCB. The closing of the Merger remains subject to regulatory approvals and certain other customary closing conditions. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) |
Exhibits: |
| Number | Description | |
| 99.1 | Joint Press Release, dated March 22, 2024 | |
| 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.
| PEOPLES FINANCIAL SERVICES CORP. | ||
| By: | /s/ Craig W. Best | |
|
Craig W. Best Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Dated: March 22, 2024 | ||
Exhibit 99.1
Peoples
Financial Services Corp. and FNCB Bancorp, Inc.
Announce Receipt of Shareholder Approval for Merger
Scranton and Dunmore, Pa., March 22, 2024 /PRNewswire/ -- Peoples Financial Services Corp. (“Peoples”) (Nasdaq: PFIS) and FNCB Bancorp, Inc. (“FNCB”) (Nasdaq: FNCB) today announced that at special meetings of their respective shareholders held on March 22, 2024, Peoples and FNCB shareholders approved the merger of FNCB with and into Peoples, with Peoples as the surviving corporation pursuant to the Agreement and Plan of Merger, dated as of September 27, 2023, by and between Peoples and FNCB. The closing of the proposed merger remains subject to regulatory approvals and certain other customary closing conditions.
About Peoples Financial Services Corp.
Peoples Financial Services Corp. is the bank holding company of Peoples Security Bank and Trust Company (“Peoples Bank”), an independent community bank serving its retail and commercial customers through 28 full-service community banking office located within the Allegheny, Bucks, Lackawanna, Lebanon, Lehigh, Luzerne, Monroe, Montgomery, Northampton, Susquehanna, and Wyoming Counties in Pennsylvania, Middlesex County in New Jersey and Broome County in New York. Each office, interdependent with the community, offers a comprehensive array of financial products and services to individuals, businesses, not-for-profit organizations and government entities. People’s business philosophy includes offering direct access to senior management and other officers and providing friendly, informed and courteous service, local and timely. For more information about Peoples Bank, visit www.psbt.com
About FNCB Bancorp, Inc.
FNCB Bancorp, Inc. is the bank holding company of FNCB Bank. Locally-based for over 114 years, FNCB Bank is a premier community bank in Northeastern Pennsylvania – offering a full suite of personal, small business and commercial banking solutions with industry-leading mobile, online and in-branch products and services. FNCB Bank currently operates through 16 community offices located in Lackawanna, Luzerne and Wayne Counties and remains dedicated to making its customers’ banking experience simply better. For more information about FNCB Bank, visit www.fncb.com.
Forward-looking Statements
This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the beliefs, goals, intentions, and expectations of Peoples and FNCB regarding the proposed transaction, revenues, earnings, earnings per share, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of expected losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies, returns and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.
Forward–looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “will,” “should,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.
Additionally, forward–looking statements speak only as of the date they are made; Peoples and FNCB do not assume any duty, and do not undertake, to update such forward– looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward–looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Peoples and FNCB. Such statements are based upon the current beliefs and expectations of the management of Peoples and FNCB and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Peoples and FNCB, the outcome of any legal proceedings that may be instituted against Peoples and FNCB; the possibility that the proposed transaction will not close when expected or at all because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of Peoples and FNCB to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Peoples and FNCB do business; certain restrictions during the pendency of the proposed transaction that may impact the parties' ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate FNCB’s operations and those of Peoples; such integration may be more difficult, time-consuming or costly than expected; revenues following the proposed transaction may be lower than expected; Peoples’ and FNCB’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by Peoples’ issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of Peoples and FNCB to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; and risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction and other factors that may affect future results of Peoples and FNCB; and the other factors discussed in the “Risk Factors” section of each of Peoples’ and FNCB’s Annual Reports on Form 10–K for the year ended December 31, 2023, and in the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections of each of other reports Peoples and FNCB may file with the SEC from time to time.
2
Cover |
Mar. 22, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 22, 2024 |
| Entity File Number | 001-36388 |
| Entity Registrant Name | PEOPLES FINANCIAL SERVICES CORP. |
| Entity Central Index Key | 0001056943 |
| Entity Tax Identification Number | 23-2391852 |
| Entity Incorporation, State or Country Code | PA |
| Entity Address, Address Line One | 150 North Washington Avenue |
| Entity Address, City or Town | Scranton |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 18503-1848 |
| City Area Code | 570 |
| Local Phone Number | 346-7741 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $2.00 par value |
| Trading Symbol | PFIS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
-8?20$3;8T.P6BP^0"X99K>]9!:G
M