PFIS Peoples Financial Services Corp. - 8-K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

Amendment
to the 2023 Equity Incentive Plan

On
May 22, 2026, the shareholders of Peoples Financial Services Corp. (the “Company”) approved an amendment to the Peoples
Financial Services Corp. 2023 Equity Incentive Plan (the “Plan”) to increase the number of shares of the Company’s common
stock that may be issued under the Plan.

The
amendment to the Plan increased the maximum number of shares that may be issued in respect of awards under the Plan to 300,000, including
shares that have already been issued under the Plan, subject to certain adjustments in accordance with the Plan. Except for increasing
the number of shares that may be issued in respect of awards under the Plan, no other amendments were made to the Plan.

The
Plan provides for the grant of the following equity-based and cash-based incentive awards to participants: stock options, stock appreciation
rights, restricted stock, restricted stock units, and other cash or stock-based awards. Each award is subject to the terms and conditions
set forth in the Plan and to any other terms and conditions specified and memorialized in a written award agreement. Any of the Company’s
employees, directors, consultants, and other service providers, or those of the Company’s affiliates, are eligible to participate
in the Plan and may be selected by the compensation committee to receive an award. However, in accordance with applicable tax rules, only
the Company’s employees (and the employees of the Company’s subsidiary corporations) are eligible to be granted incentive
stock options.

The
Plan vests broad powers in a committee to administer and interpret the Plan. The Company’s board of directors has designated the
compensation committee to administer the Plan. Except when limited by the terms of the Plan, the compensation committee has the authority
to, among other things: select the persons to be granted awards; determine the type, size and term of awards; establish performance objectives
and conditions for earning awards; determine whether such performance objectives and conditions have been met; and accelerate the vesting
or exercisability of an award. In its discretion, the compensation committee may delegate all or part of its authority and duties with
respect to granting awards to one or more individuals, subject to certain limitations and provided applicable law so permits.

The
Company’s board of directors may amend, alter or discontinue the Plan and the compensation committee may amend any outstanding award
at any time; provided, however, that no such amendment or termination may adversely affect awards then outstanding without the holder’s
permission. In addition, any amendments seeking to increase the total number of shares reserved for issuance under the Plan or modifying
the classes of participants eligible to receive awards under the Plan will require ratification by the Company’s shareholders in
accordance with applicable law.

A
copy of the Plan, as amended, is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description
of the amendment and the Plan is qualified in its entirety by reference to the full text of the Plan, as amended.

Item 5.07

Submission of Matters to a Vote of Security Holders

The 2026 annual meeting of shareholders of the Company was held on
May 22, 2026. At the annual meeting, the shareholders of the Company voted (1) to elect four directors to the Company’s
board of directors, each to serve until the 2029 annual meeting of shareholders and until his or her successor has been elected and qualified;
(2) to approve, on an advisory basis, the compensation of the Company’s named executive officers; (3) to approve, on an
advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers; (4) to
amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to increase the number of shares that may be issued under the plan
to 300,000 shares; and (5) to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2026.

The names of each director elected at the annual meeting, as well as
the number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each director nominee, are as
follows:

Name

For

Against

Abstain

Broker

Non-Votes

Sandra L. Bodnyk

5,732,797

124,873

48,356

1,709,937

Joseph Coccia

5,694,733

137,827

73,466

1,709,937

Joseph L. DeNaples

5,679,917

176,674

49,435

1,709,937

Ronald G. Kukuchka

5,614,896

252,619

38,511

1,709,937

As to the proposal to approve, on an advisory basis, the compensation
of the Company’s named executive officers, the number of votes cast for and against, as well as the number of abstentions and broker
non-votes, are as follows:

For

Against

Abstain

Broker

Non-Votes

5,630,884

164,899

110,243

1,709,937

As to the proposal to approve, on an advisory basis, the frequency
of future advisory votes on the compensation of the Company’s named executive officers, shareholders voted their preference to on
whether the vote should occur every year, every two years, or every 3 years as follows:

One Year

Two Years

Three Years

Abstain

Broker

Non-Votes

5,063,712

181,779

507,361

153,174

1,709,937

As to the proposal to approve an amendment to the Company’s 2023
Equity Incentive Plan to increase the number of shares that may be issued under the plan to 300,000 shares, the number of votes cast for
and against, as well as the number of abstentions and broker non-votes, are as follows

For

Against

Abstain

Broker

Non-Votes

5,397,217

432,633

76,176

1,709,937

As to the ratification of Baker Tilly US, LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2026, the number of votes cast for and against,
as well as the number of abstentions and broker non-votes, are as follows:

For

Against

Abstain

Broker

Non-Votes

7,485,020

90,214

40,729

0

Item 9.01

Financial Statements and Exhibits

(d)       Exhibits

The following exhibits
are filed with this Form 8-K:

Exhibit No.

Description

10.1

Peoples Financial Services Corp. 2023 Equity Incentive Plan, as amended May 22, 2026

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