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

On February 21, 2012, the Board of Directors of Juniata Valley Financial Corp., based on the recommendations of the Personnel and Compensation Committee of the Board and in consultation with the Committee’s independent compensation consultant, approved cash bonus payouts under the Executive Annual Incentive Plan (EAIP), based upon achievement, in 2011, of financial performance goals and individual participant goals as established in February 2011. Payments earned by the named executive officers are listed in the table below.

On February 21, 2012 the Board of Directors of Juniata Valley Financial Corp., based on the recommendations of the Personnel and Compensation Committee of the Board and in consultation with the Committee’s independent compensation consultant, approved base salary increases for its named executive officers. The annual base salary for each of the named officers, effective April 1, 2012, is listed in the table below.

The Personnel and Compensation Committee of the Board of Director of Juniata Valley Financial Corp. set performance goals and opportunities for cash bonuses payable under the EAIP for the 2012 fiscal year. For fiscal year 2012, the Committee established corporate performance goals for return on average equity (ROAE) and earnings per share (EPS) as the key measures for the EAIP for Marcie A. Barber and JoAnn N. McMinn. In addition to the ROAE and EPS goals, a portion of the EAIP award for Ms. McMinn for fiscal year 2012 will be based upon achieving specific individual performance objectives. The performance goals for fiscal 2012 were set using a performance range beginning at a threshold level, progressing to a target level and up to a maximum level. The following table sets forth the percentages of annual base salary that the Named Executive Officers could earn in fiscal year 2012 upon achievement of the performance goals within the established threshold, target and maximum performance ranges set under the EAIP:

Exhibit 10.1 to this Current Report includes certain details relating to participation and performance factors.

Item 5.03.

At a meeting held on February 21, 2012, the Board of Directors of Juniata Valley Financial Corp. amended and restated Section 2.4 of the Company’s Bylaws to read as follows:

“SECTION 2.4. Written notice of all meetings other than adjourned meetings of shareholders, stating the place, date and hour, and, in case of special meetings of shareholders, the purpose thereof, shall be served upon or mailed, postage prepaid at least five days before such meeting, unless a greater period of notice is required by statute or by these By-laws, to each shareholder entitled to vote thereat at such address as appears on the transfer books of the Company. For purposes of the foregoing, a notice shall be deemed to be written if sent electronically, provided the recipient has given prior consent to receipt of notice in such form.”

Item 9.01 Financial Statements and Exhibits

Exhibit 10.1 Executive Annual Incentive Plan