FIRST KEYSTONE CORP

For the period ended Dec 31, 2023. Filed Apr 18, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Apr 18, 2024

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DEF 14A 1 fkys-20231231xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


☒	Filed by the Registrant
☐	Filed by a Party other than the Registrant

Check the appropriate box:


☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to Rule 14a-12

	FIRST KEYSTONE CORPORATION
	(Exact name of registrant as specified in its Charter)

	(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

First Keystone Corporation

111 West Front Street

Berwick, Pennsylvania 18603

April 17, 2024

Dear Fellow Shareholders of First Keystone Corporation:

It is my pleasure to invite you to attend the 2024 Annual Meeting of Shareholders of First Keystone Corporation (the “Corporation”) to be held on Thursday, May 30, 2024, at 10:00 a.m., Eastern Daylight Time. The Annual Meeting this year will be held at the Berwick Golf Club, 473 Martzville Road, Berwick, Pennsylvania 18603.

The Notice of the Annual Meeting and the Proxy Statement on the following pages address the formal business of the meeting. The formal business schedule includes:

●	The election of 3 Class A Directors;

●	The ratification of the selection of Baker Tilly US, LLP, as the independent registered public accounting firm for the Corporation for the fiscal year ending December 31, 2024; and

●	Other business which might come before the meeting.

During the meeting, members of the Corporation’s management will review the Corporation’s operations during the past year and will be available to respond to questions.

It is very important that you be represented at the Annual Meeting regardless of the number of shares you own. We urge you to vote as soon as possible, even if you plan to attend the Annual Meeting. This will not prevent you from voting at the Annual Meeting but, will ensure that your vote is counted if you are unable to attend.

Thank you for your continued support. I look forward to seeing you at the Annual Meeting if you are able to attend.

	Sincerely,


	/s/ Elaine A. Woodland
	Elaine A. Woodland
	President and Chief Executive Officer

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	FIRST KEYSTONE CORPORATION


	NOTICE OF ANNUAL MEETING OF SHAREHOLDERSTO BE HELD ON MAY 30, 2024

TO THE SHAREHOLDERS OF FIRST KEYSTONE CORPORATION:

Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of First Keystone Corporation (the “Corporation”) will be held at 10:00 a.m., Eastern Daylight Time, on Thursday, May 30, 2024, at the Berwick Golf Club, 473 Martzville Road, Berwick, Pennsylvania 18603, for the following purposes:

1.	To elect 3 Class A Directors to serve for a three-year term and until their successors are properly elected and qualified;

2.	To ratify the selection of Baker Tilly US, LLP as the independent registered public accounting firm for the Corporation for the fiscal year ending December 31, 2024; and

3.	To transact any other business as may properly come before the Annual Meeting and any adjournment or postponement of the meeting.

In accordance with the bylaws of the Corporation and action of the Board of Directors, the Corporation is giving notice of the Annual Meeting only to those shareholders on the Corporation’s records as of the close of business on April 5, 2024, and only those shareholders may vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting.

A copy of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 may be obtained, at no cost, by contacting Cheryl Wynings, Investor Relations, First Keystone Corporation, 111 West Front Street, P.O. Box 289, Berwick, PA 18603, telephone: (570) 752-3671, extension 1175.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be held on May 30, 2024:

The 2024 Proxy Statement, the proxy card, the Notice of Annual Meeting of Shareholders and

the 2023 Annual Report on Form 10-K are also available at:www.fkyscorp.com.

Whether or not you plan to attend the Annual Meeting, you are encouraged to promptly vote your shares by one of the following methods: (1) the Internet at www.fkyscorp.com; or (2) the accompanying proxy card. If you plan to attend the Annual Meeting, and if you so choose, you may vote your shares at the meeting when prompted. If you hold shares through a broker, trust, bank or other nominee holder, please complete the voting instructions of that broker or custodian. Brokers may not vote your shares on the election of directors unless you provide your nominee with specific instructions as to how to vote your shares. Please vote your shares so your vote can be counted.

	By Order of the Board of Directors,

	/s/ Elaine A. Woodland
	Elaine A. Woodland
	President and Chief Executive Officer

Berwick, Pennsylvania

April 17, 2024

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

OF FIRST KEYSTONE CORPORATION TO BE HELD ON MAY 30, 2024

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