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 16, 2019

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))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.  [ ]

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 16, 2019, at the Annual Meeting of Stockholders of Citizens Financial Services, Inc. (the "Company"), Randall Black, Chief Executive Officer and President of the Company and First Citizens Community Bank (the “Bank”), announced the intention of Terry B. Osborne to retire as Executive Vice President and Chief Credit Officer and a Director of the Bank effective February 1, 2020.  His retirement is not related to a disagreement with the Company or the Bank on any matter relating to the Company’s or the Bank’s operations, policies or practices.

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

(a) and (b)

On April 16, 2019, 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
Thomas E. Freeman	1,541,090	95,703	648,463
Christopher W. Kunes	1,581,128	55,666	648,463
David Z. Richards, Jr.	1,586,832	49,961	648,463
Alletta M. Schadler	1,566,150	70,633	648,463

2. The appointment of S.R. Snodgrass, P.C., Certified Public Accountants, to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019 was ratified by shareholders by the following vote:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
2,263,395	12,742	9,119	-0-

The total shares voted at the Annual Meeting were 2,285,256.

(c) and (d)n/a

Item 7.01 Regulation FD Disclosure.

A copy of the presentation made by CEO & President Randall E. Black at the Annual Meeting is attached hereto as Exhibit 99.1, and is being furnished herewith pursuant to Item 7.01.

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Item 8.01Other Events.

On April 18, 2019, the Company issued a press release titled “Citizens Financial Services, Inc. Holds Annual Meeting.”  A copy of the press release is attached hereto as Exhibit 99.2, and is being filed herewith pursuant to Item 8.01.

Item 9.01Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
99.1	Annual Meeting Presentation
99.2	Press Release dated April 18, 2019

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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.
April 18, 2019	By:	/s/ Randall E. Black
		Randall E. Black
		Chief Executive Officer and President

EX-99.1

 Citizens Financial Services, Inc. Annual Meeting2019     

 Agenda  Recap:2018 Accomplishments 

 Agenda  Recap:2018 AccomplishmentsFinancial Performance 

 Agenda  Recap:2018 AccomplishmentsFinancial PerformanceWhat is on the Horizon 

 2018 Accomplishments  Voted #1 Bank in PA 

 2018 Accomplishments  Voted #1 Bank in PAOpened abranch in Fivepointville, PA 

 2018 Accomplishments  Voted #1 Bank in PAOpened a branch in Fivepointville, PAContinued to build out our cash management initiative 

 2018 Accomplishments  Voted #1 Bank in PAOpened a branch in Fivepointville, PAContinued to build out our cash management initiativeConverted to a more efficient loan platform 

 2018 Accomplishments  Voted #1 Bank in PAOpened a branch in Fivepointville, PAContinued to build out our cash management initiativeConverted to a more efficient loan platformImplemented iPay 

 2018 Accomplishments  Voted #1 Bank in PAOpened a branch in Fivepointville, PAContinued to build out our cash management initiativeConverted to a more efficient loan platformImplemented iPayImplemented Fifth Pillar 

 2018 Accomplishments  Voted #1 Bank in PAOpened a branch in Fivepointville, PAContinued to build out our cash management initiativeConverted to a more efficient loan platformImplemented iPayImplemented Fifth PillarRefined processes and procedures 

 2018 Accomplishments  Voted #1 Bank in PAOpened a branch in Fivepointville, PAContinued to build out our cash management initiativeConverted to a more efficient loan platformImplemented iPayImplemented Fifth PillarRefined processes and proceduresNamed as one of the top 100 Ag Lenders 

   2018 Financial Performance 

 Efficiency Ratio History-FCCB  Finished in the 100th percentile compared to the CZFS peer group 

 Return on Equity History  Finished in the 87th percentile compared to the CZFS peer group 

 Return on Assets History  Finished in the 87th percentile compared to the CZFS peer group 

 Cash Dividends Paid History  1% stock dividend paid in 2014, 2016 & 2018, and a 5% stock dividend paid in 2017 

 Stock Total Return          

   20   4 Strategic Tenets  Community – actively supporting the well-being of communities   Customer Expectations – exceeding them at every point of contact     Financial Performance – to produce exceptional shareholder value   Growth – achieved throughrelationship and geographic expansion 

 What is on the Horizon  Strategies for 2019:Market Segmentation for Growth 

 What is on the Horizon  Strategies for 2019:Market Segmentation for GrowthEnhanced Employee Experience 

 What is on the Horizon  Strategies for 2019:Market Segmentation for GrowthEnhanced Employee ExperienceInfrastructure and Support 

 What is on the Horizon  Strategies for 2019:Market Segmentation for GrowthEnhanced Employee ExperienceInfrastructure and SupportCustomer Experience and Brand 

 What is on the Horizon  Strategies for 2019:Market Segmentation for GrowthEnhanced Employee ExperienceInfrastructure and SupportCustomer Experience and BrandFinancial Future 

 What is on the Horizon  Employee Experience: 

 What is on the Horizon  Employee Experience:Onboarding 

 What is on the Horizon  Employee Experience:OnboardingCareer Pathing & Advancement 

 What is on the Horizon  Employee Experience:OnboardingCareer Pathing & AdvancementCoaching Culture 

 What is on the Horizon  Employee Experience:OnboardingCareer Pathing & AdvancementCoaching CultureHRIS 

 What is on the Horizon  Employee Experience:OnboardingCareer Pathing & AdvancementCoaching CultureHRISOrganizational Values 

 What is on the Horizon  Employee Experience:OnboardingCareer Pathing & AdvancementCoaching CultureHRISOrganizational ValuesIn-House Talent / Next Generation TEAM 

 What is on the Horizon  Employee Experience:OnboardingCareer Pathing & AdvancementCoaching CultureHRISOrganizational ValuesIn-House Talent / Next Generation TEAMHire to Retire 

 What is on the Horizon  Customer Experience: 

 What is on the Horizon  Customer Experience:Standardizing Cut-Off Time 

 What is on the Horizon  Customer Experience:Standardizing Cut-Off TimeImprove Account Opening Experience 

 What is on the Horizon  Customer Experience:Standardizing Cut-Off TimeImprove Account Opening ExperienceOnline Account Opening 

 What is on the Horizon  Customer Experience:Standardizing Cut-Off TimeImprove Account Opening ExperienceOnline Account OpeningOnline Mortgage Pre-Approvals 

 What is on the Horizon  Customer Experience:Standardizing Cut-Off TimeImprove Account Opening ExperienceOnline Account OpeningOnline Mortgage Pre-ApprovalsMobile Mortgage Applications 

 Retiring TEAM Members  Phil Vaughn – 28 Years of Service 

 Retiring TEAM Members  Terry Osborne – 44 Years of Service 

 Retiring TEAM Members  Rudy van der Hiel – 44 Years of Service 

     Thank you 

EX-99.1

Exhibit 99.2

FOR IMMEDIATE RELEASE

CONTACT:

Randall E. Black, CEO & President

15 South Main Street

Mansfield, PA 16933

570-662-2121

570-662-2365 fax

April 18, 2019

CITIZENS FINANCIAL SERVICES, INC. HOLDS ANNUAL MEETING

Mansfield, Pennsylvania – Citizens Financial Services, Inc. held its annual meeting of stockholders on April 16, 2019 at the Tioga County Fairgrounds Main Building, 2258 Charleston Road, Wellsboro, Pennsylvania.

At the annual meeting, the following four Class 2 directors were elected to serve for three-year terms, and until their successors are elected and qualified: Thomas E. Freeman, Christopher W. Kunes, David Z. Richards, Jr., and Alletta M. Schadler.  The four Class 2 directors will serve until the April 2022 Annual Meeting.

The following corporate directors retained their positions but were not standing for election this year:  Randall E. Black, R. Lowell Coolidge, Rinaldo A. DePaola, Robert W. Chappell, Roger C. Graham, Jr., E. Gene Kosa, and R. Joseph Landy

Additionally, shareholders voted to ratify the appointment of S.R. Snodgrass, A.C., Certified Public Accountants, to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019.

Mr. Black, Chief Executive Officer and President of Citizens Financial Services, Inc. and First Citizens Community Bank, presented the Company’s 2018 financial performance.  Financial highlights included a five-year history on the efficiency ratio (for First Citizens Community Bank), return on equity, return on assets, cash dividends paid, along with a 15-year stock return graph.  The Company’s performance was strong compared to peer institutions.

Mr. Black spoke about (1) 2018 tactical projects completed, (2) employee recognition, (3) 2019 strategic tactics, (4) focus on enhancing the employee and customer experience, (5) upcoming employee retirements, including the retirement of Terry Osborne, Executive Vice President and Chief Credit Officer and a Director of First Citizens Community Bank, effective February 1, 2020, and, (6) the retirement of director Rudolph J. van der Hiel as of the date of the annual meeting.