0000826154False00008261542020-08-102020-08-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 10, 2022
ORRSTOWN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania001-3429223-2530374
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
77 East King Street,P. O. Box 250Shippensburg,Pennsylvania17257
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code:(717)532-6114
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, no par valueORRFNasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐Emerging growth company
☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers

(d)    Meera R. Modi has been appointed to the Board of Directors of Orrstown Financial Services, Inc. (the "Company") and its subsidiary bank, Orrstown Bank (the "Bank"), effective March 10, 2022. Ms. Modi is a leading corporate mergers and acquisitions attorney and Member at McNees Wallace & Nurick LLC in Harrisburg, Pennsylvania, where she navigates clients through strategic ventures as well as day-to-day operations.
Ms. Modi will serve on the Company's Asset/Liability Committee and Enterprise Risk Management Committee. She will be entitled to receive the same compensation paid to the non-employee directors of the Company, which currently consists of an annual retainer and annual equity grants made under the Company's equity incentive plan. Ms. Modi will also have the option to participate in the Company's non-qualified deferred compensation plan on the same terms offered to all other non-employee directors of the Company.
There are no family relationships between Ms. Modi and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. No information is required to be disclosed with respect to Ms. Modi pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Modi's appointment to the Board of Directors of the Company and the Bank is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit No.Description
99
104Cover Page Interactive Data File (embedded within the inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
ORRSTOWN FINANCIAL SERVICES, INC.
Date: March 10, 2022By:/s/ Neelesh Kalani
Neelesh Kalani
Executive Vice President and Chief Financial Officer
(Duly Authorized Representative)

Exhibit 99

image_0.jpg

FOR IMMEDIATE RELEASE

ORRSTOWN FINANCIAL SERVICES, INC. ANNOUNCES APPOINTMENT
OF MEERA MODI TO BOARD OF DIRECTORS

SHIPPENSBURG, PA (March 10, 2022) – Orrstown Financial Services, Inc. (NASDAQ: ORRF) (the “Company”) today announced that Meera R. Modi has been appointed to an open position on the Boards of Directors of the Company and its principal subsidiary, Orrstown Bank, effective immediately.

“Meera is an incredibly valuable addition to our Board of Directors,” said Joel Zullinger, Chairman of the Board of Directors, Orrstown Bank. “Her experience, along with her alignment of our core mission, vision, and values, will serve as an excellent resource for both our board and management team.”

Ms. Modi is a member with the law firm McNees Wallace & Nurick LLC, Harrisburg, PA, focusing her practice on private and public mergers and acquisitions, commercial contracts, equity and debt investments, financings, investor-to-investor matters, and corporate governance matters for both corporate clients and non-profit entities. Ms. Modi is active in her community, as she is a member of the Dauphin County Bar Association and the Pennsylvania Bar Association, as well as serving on the Board of Directors for Operation Medical and Très Bonne Année. She has served as a member of the Central Region Orrstown Bank Advisory Board since 2019.

“I am humbled and excited to join Orrstown’s Board of Directors,” Ms. Modi added. “It is evident that Orrstown has built a strong culture of caring for its employees and communities. The opportunity to join, and contribute to, such a dynamic team is an incredible honor, especially at a time when Orrstown continues its expansion and growth into new markets.”

Ms. Modi is a graduate of the Vanderbilt University Law School (J.D.) and Johns Hopkins University (M.A., B.A.). She has been recognized for her professional and philanthropic achievements as one of the Legal Intelligencer’s Lawyers on the Fast Track in 2020, one of Central Penn Business Journal’s “40 Under 40” award recipients in 2015, and one of the YWCA Greater Harrisburg’s Tribute to Women of Excellence award recipients in 2022.

About the Company
With $2.8 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiary, Orrstown Bank, provide a wide range of consumer and business financial services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties, Pennsylvania and Anne Arundel, Baltimore, Howard, and Washington Counties, Maryland, as well as Baltimore City, Maryland. Orrstown Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the FDIC. Orrstown Financial Services, Inc.’s common stock is traded on Nasdaq (ORRF). For more information about Orrstown Financial Services, Inc. and Orrstown Bank, visit www.orrstown.com.

# # #