Peoples Financial Services (PFIS) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 22, 2026, with shareholders voting on key proposals including director elections, executive compensation, equity plan amendments, and auditor ratification.

• Shareholders of record as of March 2, 2026, are eligible to vote, with 10,005,688 shares outstanding.

• The board recommends voting for all proposals and provides detailed instructions for proxy voting by internet, phone, or mail.

• Forward-looking statements highlight risks such as interest rate changes, credit risk, cybersecurity, regulatory changes, and economic conditions.

Voting matters and shareholder proposals

• Election of four directors to serve until the 2029 annual meeting.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (recommended annually).

• Amendment to the 2023 Equity Incentive Plan to increase issuable shares to 300,000.

• Ratification of Baker Tilly US, LLP as independent auditor for fiscal year ending December 31, 2026.

• Shareholder proposals must comply with advance notice and SEC rules for inclusion in future meetings.

Board of directors and corporate governance

• Board size reduced from 15 to 14; directors classified into three classes with staggered terms.

• All director nominees and continuing directors have extensive business, legal, or financial backgrounds.

• Board and committee independence affirmed under Nasdaq standards; all audit and compensation committee members are independent.

• Board leadership is separated between chairman and CEO; a new Enterprise Risk Management Committee was established in January 2026.

• Mandatory retirement policy for directors at age 73, with exceptions for certain merger-related appointments.