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JUNIATA VALLEY FINANCIAL CORP

For the period ended May 21, 2024. Filed Mar 22, 2024.

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About this filing

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 21, 2024 · Filed Mar 22, 2024

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DEF 14A 1 juvf-20240521xdef14a.htm DEF 14A

Sch14

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
​​
☐Confidential, for Use of the Commission Only (as permitted by Rule 14-a6(e)(2))
​​
⌧Definitive Proxy Statement
​​
☐Definitive Additional Materials
​​
☐Soliciting Material Pursuant to §240.14a-12

Juniata Valley Financial Corp

(Name** of Registrant as Specified **in Its Charter)

(Name** of Person(s) Filing Proxy Statement, if other than the **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.
​​

Sch14 notice

218 Bridge Street, Post Office Box 66, Mifflintown, PA 17059 Telephone: (855) 582-5101

NOTICE OF VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

Online meeting only – no physical meeting location

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Date:May 21, 2024
Time:10:30 a.m. EST
Place:Online at www.meetnow.global/M5DAGCM

The Annual Meeting of Shareholders of Juniata Valley Financial Corp. will be held virtually, online. There will be no physical location for shareholders to attend the Annual Meeting. Shareholders may participate in the meeting online by accessing the internet atwww.meetnow.global/M5DAGCM and logging into the Annual Meeting (no password is required) using the control number that appears on your proxy card and the instructions that accompanied your proxy materials.

Matters to be voted on:

1.Election of Directors: Election of three Class A directors to serve until the 2027 Annual Meeting.
2.Say on Pay Proposal: A non-binding “Say on Pay” proposal to approve the compensation of the named executive officers.
3.Say When on Pay Proposal: A non-binding “Say When on Pay” proposal for shareholders to recommend the frequency with which shareholders prefer to be presented with a non-binding resolution to approve the compensation of the named executive officers.
4.Other Business: Any other business properly brought before the shareholders at the meeting and any adjournment or postponement thereof.

You may vote your shares of common stock at the Annual Meeting if you owned the shares at the close of business on February 23, 2024, the record date for the Annual Meeting. Your vote at the Annual Meeting is very important to us. Please vote your shares of common stock now by one of the following methods if you are a registered holder: (1) electronically using the Internet atwww.envisionreports.com/JUVF; (2) by phone using the phone number 1-800-652-8683; or (3) by mail, as described below. You will need the control number appearing on your proxy card to vote by either of the first two methods. You may also vote by completing the enclosed proxy and returning it to us in the enclosed prepaid envelope. If you hold your shares through an intermediary, such as a broker, please follow the voting instructions you received from that intermediary. Even if you submit a proxy, you may still attend the virtual meeting and vote online during the meeting. The proxy statement and enclosed proxy card were first mailed to shareholders on or about April 9, 2024.

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​BY ORDER OF THE BOARD OF DIRECTORS
​
​Michael Wolf
​Secretary
Mifflintown, Pennsylvania​
April 9, 2024​

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