8-K 1 tv521562_8k.htm FORM 8-K

 

  

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): May 9, 2019

 

First Keystone Corporation

(Exact name of Registrant as specified in its charter)

 

Pennsylvania   2-88927   23-2249083

(State or other

jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

111 West Front Street, Berwick, Pennsylvania   18603
(Address of principal executive offices)    (Zip Code)

 

__(570) 752-3671__

(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))

 

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. ¨

 

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

 

Title of each class Trading symbol Name of each exchange on which registered
Common stock FKYS OTC: Pink

 

 

 

 

 

CURRENT REPORT ON FORM 8-K

 

ITEM 5.07Submission of Matters to a Vote of Security Holders

 

On May 9, 2019, First Keystone Corporation (the “Corporation”) held its Annual Meeting of Shareholders. A total of 5,764,711 shares of the Corporation’s common stock were entitled to vote as of March 15, 2019, the record date for the Annual Meeting. There were 4,315,853 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on two (2) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.

 

Proposal No. 1 – Election of Class B Directors

 

The shareholders voted to elect three (3) Class B Directors to serve for a term of three (3) years and until their successor is elected and qualified. The results of the vote were as follows:

 

Name For Withheld Broker Non-Votes
John E. Arndt 2,947,332 234,369 1,134,152
Robert E. Bull 2,913,687 268,014 1,134,152
Nancy J. Marr 3,148,649   33,052 1,134,152

 

Proposal No. 2 – Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2019

 

The shareholders voted to ratify the selection of Baker Tilly Virchow Krause, LLP as the Corporation’s independent registered public accounting firm for the fiscal year 2019. The results of the vote were as follows:

 

For Against Abstaining Broker Non-Votes
4,270,924 36,079 8,850 0

 

ITEM 7.01Regulation FD Disclosure

 

On May 9, 2019, members of management gave presentations at the Annual Meeting. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.

 

ITEM 9.01Financial Statements and Exhibits

 

(d)Exhibits.

 

Exhibit Number Description
   
99.1 Annual Meeting Presentation Slides
99.2 Press release dated May 13, 2019

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  FIRST KEYSTONE CORPORATION  
  (Registrant)  
     
     
Dated: May 14, 2019 /s/ Elaine A. Woodland  
  Elaine A. Woodland  
  President & Chief Executive Officer