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):   April 15, 2014

CITIZENS FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in charter)

Pennsylvania (State or other jurisdiction of incorporation) 0-13222 (Commission File Number) 23-2265045 (IRS Employer Identification No.)

15 South Main Street, Mansfield, Pennsylvania 16933

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code:  (570) 662-2121

Not Applicable

(Former name or former address, if changed since last report)

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:

[ ] 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))

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Item 5.07    Submission of Matters to a Vote of Security Holders.

(a) and (b)

On April 15, 2014, Citizens Financial Services, Inc. (the “Company”) held its annual meeting of stockholders (“Annual Meeting”).   The stockholders of the Company voted on two proposals at the Annual Meeting.  All proposals were approved pursuant to the following final voting results from the Annual Meeting:

1. The following individuals were elected as directors, each for a three-year term, by the following vote:

	FOR	WITHHELD	BROKER NON-VOTES
Randall E. Black	1,617,698	128,150	373,849
R. Lowell Coolidge	1,616,069	129,779	373,849
Rinaldo A. DePaola	1,591,191	154,657	373,849

2. The appointment of S.R. Snodgrass, P.C., Certified Public Accountants, as the independent auditor for the Company for the fiscal year ending December 31, 2014 was ratified by shareholders by the following vote:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
2,095,968	3,673	20,056	0

The total shares voted at the annual meeting were 2,119,697.

(c)           n/a

(d) n/a

Item 8.01    Other Events.

On April 17, 2014, Citizens Financial Services, Inc. issued a press release titled “Citizens Financial Services, Inc. Holds Annual Meeting,” attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
99.1	Press Release dated April 17, 2014

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SIGNATURES

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.
Date:  April 17, 2014	By:	/s/ Randall E. Black
		Randall E. Black
		Chief Executive Officer and President

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:

Randall E. Black, CEO & President

15 South Main Street

Mansfield, PA 16933

570-662-2121

570-662-2365 fax

April 17, 2014

CITIZENS FINANCIAL SERVICES, INC. HOLDS ANNUAL MEETING

Mansfield, Pennsylvania – Citizens Financial Services, Inc. held its annual meeting on April 15, 2014 at the Tioga County Fairgrounds Main Building, 2258 Charleston Road, Wellsboro, Pennsylvania.

At the annual meeting, the following three Class 3 directors were elected to serve for three year terms and until their successors are elected and qualified:  Randall E. Black, R. Lowell Coolidge, and Rinaldo A. DePaola.  These three Class 3 directors will serve until the April 2017 annual meeting.

The following corporate directors retained their positions but were not standing for election this year:  Robert W. Chappell, E. Gene Kosa, R. Joseph Landy, Roger C. Graham, Jr., Mark L. Dalton, Thomas E. Freeman, and Rudolph J. van der Hiel.

Additionally, shareholders voted to ratify the appointment of S.R. Snodgrass, P.C., Certified Public Accountants, as the independent auditor for the Company for the fiscal year ending December 31, 2014.

Mr. Black, Chief Executive Officer and President of Citizens Financial Services, Inc. and First Citizens Community Bank, presented the Company’s 2013 financial performance.  Financial highlights included a five year history on earnings per share, efficiency ratio (for First Citizens Community Bank), return on equity, return on assets, cash dividends paid,12/31 stock price history, and total return performance.  The Company’s performance was strong compared to peer institutions.

Mr. Black spoke about (1) the local and national banking economy, (2) the construction of a full-service branch in Mill Hall, PA, (3) new employees, and (4) highlighted services and products offered by our Wealth Management division.