PEOPLES FINANCIAL SERVICES CORP.
For the period ended May 22, 2026. Filed Apr 10, 2026.
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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.
May 22, 2026 · Filed Apr 10, 2026
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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 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Peoples Financial Services Corp.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
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| To Our Shareholders: | | | | |
|---|---|---|---|---|
| You are cordially invited to participate in the 2026 Annual Meeting of Shareholders of Peoples Financial Services Corp. to be held on Friday, May 22, 2026 at 9:00 a.m. Eastern Time. As we have done in recent years, we will be holding a virtual meeting where you will be able to listen to the meeting live, vote on the matters submitted to shareholders and pose questions and make comments. The virtual meeting can be accessed by visiting www.virtualshareholdermeeting.com/PFIS2026.At the annual meeting, shareholders will be asked to consider and vote upon: the election of 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; a proposal to approve, on an advisory basis, the compensation of our named executive officers; a proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; a proposal 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; the ratification of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and any other business as may properly be brought before the meeting.On behalf of the board of directors, we urge you to submit your proxy by mail, telephone or internet as soon as possible, even if you currently plan to attend the virtual meeting. This will not prevent you from voting at the annual meeting, but will assure that your vote is counted if you do not attend.Your cooperation is appreciated, as shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast must be represented at the annual meeting, either by proxy or by participation in the virtual meeting, to constitute a quorum for the conduct of business.Very truly yours, William E. Aubrey IIChairman of the Board Gerard A. ChampiChief Executive Officer & President | | | | |
| William E. Aubrey IIChairman of the BoardGerard A. ChampiChief Executive Officer & President | ||||
Notice of Annual Meeting of Shareholders
to be held May 22, 2026
Notice is hereby given that the 2026 Annual Meeting of Shareholders of Peoples Financial Services Corp., referred to as “we” or the “Company,” will be held via live audio webcast at www.virtualshareholdermeeting.com/PFIS2026, on Friday, May 22, 2026, at 9:00 a.m. Eastern Time, for the purpose of considering and voting upon the following matters and such other business as may properly come before the meeting.
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|---|---|---|
| Proposal | Description | Board Recommendation |
| Proposal 1 | Election of four directors to our board of directors, each to serve until the 2029 annual meeting of shareholders and until his or her successor has been elected and qualified | FOR |
| Proposal 2 | A proposal to approve, on an advisory basis, the compensation of our named executive officers | FOR |
| Proposal 3 | A proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers | 1 YEAR |
| Proposal 4 | A proposal 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 | FOR |
| Proposal 5 | Ratification of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 | FOR |
Shareholders of record at the close of business on March 2, 2026, are entitled to notice of and to vote at the annual meeting. Whether or not you contemplate participating in the virtual annual meeting, the board of directors of the Company recommends that you execute and return the enclosed proxy by mail or submit your proxy by telephone or the internet. You may revoke your proxy at any time prior to the exercise of the proxy by delivering to the Company a later dated proxy, by delivering a later dated written notice of revocation to the Company, or by voting your shares at the virtual annual meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 22, 2026:
Our proxy statement, annual report to shareholders and form of proxy card are available at www.proxyvote.com.
BY ORDER OF THE BOARD OF DIRECTORS
TIMOTHY H. KIRTLEY
Corporate Secretary
April 10, 2026
Proxy Statement for Annual Meeting
of Shareholders to be held on May 22, 2026
This proxy statement is being furnished to shareholders of Peoples Financial Services Corp., referred to as “we,” or “Peoples,” or the “Company,” in connection with the solicitation by the board of directors of the Company of proxies to be voted at the annual meeting of shareholders to be held via live audio webcast at www.virtualshareholdermeeting.com/PFIS2026 at 9:00 a.m. Eastern Time on Friday, May 22, 2026, or such later date to which the annual meeting may be adjourned or postponed.
At the annual meeting, you will be asked to consider and vote upon the following matters:
| ¾ | Election of 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; |
| ¾ | A proposal to approve, on an advisory basis, the compensation of our named executive officers; |
| ¾ | A proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; |
| ¾ | A proposal 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; |
| ¾ | Ratification of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| ¾ | Such other business as may properly come before the meeting. |
Information regarding the election of directors and the other proposals is included in this proxy statement. Shareholders should carefully read this proxy statement.
The date on which this proxy statement and the enclosed form of proxy are first being sent to the shareholders of the Company is on or about April 10, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.