CITIZENS FINANCIAL SERVICES INC: Change of Directors or Principal Officers, Submission of Matters to Securityholder Vote, FD Rule Disclosure, Other Events (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors;

Appointment of certain leaders; Compensatory schemes for certain

officers

As stated earlier, on February 15, 2022the board of directors of
Citizens Financial Services, Inc. (the “Company”) has appointed Janie Hilfiger to the Company’s Board of Directors. On April 19, 2022 the board of directors has appointed Ms Hilfiger to the Executive Committee, the Audit and Review Committee and the Governance and Nominating Committee from the administration board.

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

On April 19, 2022, the Company held its 2022 annual meeting of shareholders (the “Annual Meeting”), during which the shareholders of the Company considered the following proposals: (i) to elect one class 3 director and four class 2; and (ii) to ratify the appointment of SR Snodgrass, PC., Certified Public Accountants, as the company’s registered independent public accounting firm for the year ending December 31, 2022. The proposals are described in detail in the company’s definitive proxy statement for the annual meeting, which has been filed with the SECOND on March 10, 2022. The final voting results for each proposal are shown below.

Class 3 Principal Election

The following person was duly elected as a Class 3 director, for a one-year
term:

                     Janie M. Hilfiger
For                      1,761,951
Withheld                  247,981
Broker Non-Votes          608,514

Election of Class 2 Trustees

The following individuals were duly elected Class 2 Trustees, each for a three-year term:

                                                                 David Z.
                 Thomas E. Freeman   Christopher W. Kunes      Richards, Jr.    Alletta M. Schadler
For                  1,776,521            1,762,299              1,760,540           1,786,659
Withheld              233,411              247,633                249,392             223,273
Broker Non-Votes      608,514              608,514                608,514             608,514

Approval of SR Snodgrass, PC., as a registered independent accounting firm of the company

At the annual meeting, the shareholders of the Company ratified the appointment of
SR Snodgrass, PC., as the registered independent public accounting firm of the Company for the financial year ending December 31, 2022. The table below shows the voting results for this proposal:

Votes For   Votes Against   Abstentions   Broker Non-Votes
2,592,275      17,554          8,617             ?


Item 7.01.             Regulation FD Disclosure.

On April 19, 2022, Randall E.Black, President and Chief Executive Officer of the Company, made a presentation at the annual meeting. A copy of the presentation is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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The information contained in this Section 7.01, including the attached Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). ), or otherwise subject to the responsibilities of this section, nor shall such information or materials be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as to the contrary expressly by specific reference in such filing.

Item 8.01.             Other Events.

On April 22, 2022, the Company has issued a press release regarding the annual meeting. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01.             Financial Statements and Exhibits

(d)      Exhibits

Exhibit
 Number                                     Description
  99.1        Annual Meeting Presentation, dated April 19, 2022
  99.2        Press Release, dated April 22, 2022
104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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