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: August 29, 2015
(Date of earliest event reported)
PEOPLES FINANCIAL SERVICES CORP.
(Exact name of registrant as specified in its charter)
001-36388
(Commission File Number)
| PA | 23-2391852 | |
|
(State or other jurisdiction of incorporation) |
(IRS Employer of Identification No.) |
| 150 North Washington Avenue, Scranton, Pennsylvania | 18503-1848 | |
| (Address of principal executive offices) | (Zip Code) |
(570) 346-7741
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 29, 2015, Peoples Security Bank and Trust Company (the “Bank”), the banking subsidiary of Peoples Financial Services Corp. (the “Company”), amended the Amended and Restated Deferred Compensation Plan #2 (the “Best Plan”) which provides certain benefits to Craig W. Best, the Company’s Chief Executive Officer. The Best Plan is an unfunded, nonqualified deferred compensation plan pursuant to which the Bank has made and will make contributions to Mr. Best’s account. The amendment provided for a 2015 contribution of $80,258, followed by contributions of $80,000 each August 1 beginning in 2016, with a final contribution due August 1, 2019. The amendment further provides that upon termination for cause, Mr. Best will forfeit future contributions and interest, as opposed to his entire account balance, and modifies the procedures for future amendments.
The foregoing description of the Best Plan amendment is qualified in its entirety by reference to the Best Plan amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
The following exhibits are filed with this Form 8-K:
|
Exhibit
|
Description |
|
| 10.1 | First Amendment to Amended and Restated Deferred Compensation Plan #2, dated August 29, 2015, by and between Peoples Security Bank and Trust Company and Craig Best. | |
SIGNATURE
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.
| PEOPLES FINANCIAL SERVICES CORP. | ||
| By: |
/s/ Scott A. Seasock |
|
| Scott A. Seasock | ||
| Executive Vice President and Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
Date: September 3, 2015
EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 10.1 | First Amendment to Amended and Restated Deferred Compensation Plan #2, dated August 29, 2015, by and between Peoples Security Bank and Trust Company and Craig Best. | |
Exhibit 10.1
FIRST AMENDMENT
TO THE
AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN #2
THIS FIRST AMENDMENT (the “Amendment”) is adopted this 29th day of August, 2015, by Peoples Security Bank and Trust Company (the “Employer”).
WHEREAS, the Bank adopted the Amended and Restated Deferred Compensation Plan #2 on April 22, 2014 (the “Plan”) to provide deferred compensation benefits to one of the Employer’s executives, Craig Best (the “Executive”); and
WHEREAS, the Bank now wishes to amend the Plan to make additional Contributions on behalf of the Executive and make other changes as well;
NOW, THEREFORE, the Bank adopts the following amendments to the Plan:
Section 2.1 of the Plan shall be deleted in its entirety and replaced by the following :
2.1 Contributions Generally . The Employer shall contribute the following amounts, at the following times, to the Contribution Account described in Article 3.
|
Date |
Contribution | |||
|
January 1, 2011 |
$ | 61,375 | ||
|
August 1, 2011 |
$ | 60,000 | ||
|
August 1, 2012 |
$ | 60,000 | ||
|
August 1, 2013 |
$ | 60,000 | ||
|
August 1, 2014 |
$ | 60,000 | ||
|
September 1, 2015 |
$ | 80,258 | ||
|
August 1, 2016 |
$ | 80,000 | ||
|
August 1, 2017 |
$ | 80,000 | ||
|
August 1, 2018 |
$ | 80,000 | ||
|
August 1, 2019 |
$ | 80,000 | ||
Section 4.5 of the Plan shall be deleted in its entirety and replaced by the following :
4.5 Termination for Cause . If the Employer terminates the Executive’s employment for Cause, then the Executive shall forfeit any right to future Contributions under Section 2.1 or interest under Section 3.1.
Section 8.1 of the Plan shall be deleted in its entirety and replaced by the following :
8.1 Amendment . Except as provided below, this Agreement may be amended only by a written agreement signed by both the Employer and the Executive. Notwithstanding the foregoing, the Agreement may be amended by the Employer at any time, if found necessary in the opinion of the Employer, i) to ensure that the Agreement is characterized as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA, ii) to conform the Agreement to the requirements of any applicable law or iii) to comply with the written instructions of the Employer’s auditors or banking regulators.
IN WITNESS WHEREOF, a duly authorized representative of the Employer has signed this Amendment.
| EMPLOYER | ||
| Peoples Security Bank and Trust Company | ||
| By: |
/s/ Michael L. Jake |
|
| Title: |
Executive Vice President |
|
| Acknowledged: |
|
/s/ Craig Best |
| Craig Best |