PEOPLES FINANCIAL SERVICES CORP. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of two directors to our Board of Directors, each to serve until the 2027 Annual Meeting of Shareholders and until his successor has been elected and qualified: Richard S. Lochen, Jr.

PEOPLES FINANCIAL SERVICES CORP.’s own tally for this item (“Elect Director: Richard S. Lochen, Jr.”): 2,657,253 for, 1,078,052 against, per its Form 8-K filed May 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 71% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 463,355 for, 582,791 against.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: Election of two directors to our Board of Directors, each to serve until the 2027 Annual Meeting of Shareholders and until his successor has been elected and qualified: James B. Nicholas

PEOPLES FINANCIAL SERVICES CORP.’s own tally for this item (“Elect Director: James B. Nicholas”): 3,212,469 for, 510,888 against, per its Form 8-K filed May 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 670,950 for, 375,196 against.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: A proposal to approve the Agreement and Plan of Merger, dated as of September 27, 2023, by and between Peoples and FNCB, and the other transactions contemplated by the merger agreement, pursuant to which FNCB will merge with and into Peoples, as more fully described in the accompanying joint proxy statement/prospectus (the "Peoples merger proposal");

PEOPLES FINANCIAL SERVICES CORP.’s own tally for this item (“1. Proposal to approve the Agreement and Plan of Merger dated as of September 27, 2023, by and between the Company and FNCB (the “Merger Agreement”), and the other transactions contemplated by the Merger Agreement, pursu”): 4,642,633 for, 287,543 against — passed, per its Form 8-K filed March 22, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 1 was approved by Peoples shareholders.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 1,070,339 for, 4,982 abstained.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: A proposal to approve an amendment to the Peoples Second Amended and Restated Bylaws that would add a provision to provide for the limitation of liability for officers and directors of Peoples, as permitted by the Pennsylvania Business Corporation Law of 1988, as amended, as more fully described in the accompanying joint proxy statement/prospectus (the "Peoples bylaws proposal");

PEOPLES FINANCIAL SERVICES CORP.’s own tally for this item (“2. Proposal to approve an amendment to the Peoples Second Amended and Restated Bylaws that would add a provision to provide for the limitation of liability for officers and directors of the Company, as permitted by the P”): 4,421,658 for, 492,170 against — failed, per its Form 8-K filed March 22, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “Proposal No. 2 was not approved by Peoples shareholders.”
Not approved: the filing states that this item needed more than a majority of the votes cast.
Support: 90% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 1,057,926 for, 17,395 against.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: A proposal to adjourn the Peoples special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Peoples merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Peoples common stock (the "Peoples Adjournment Proposal").

The 44 asset managers below reported 1,037,233 for, 31,838 against, 4,982 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 44 asset managers. See all 44 in the interactive database.

Description as filed by funds: A proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that may be paid to the applicable named executive officer of Peoples in connection with the transactions contemplated by the merger agreement, as more fully described in the accompanying joint proxy statement/prospectus (the "Peoples compensation proposal"); and

PEOPLES FINANCIAL SERVICES CORP.’s own tally for this item (“3. Proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that may be paid to the applicable named executive officer of the Company in connection with the transactions contempla”): 4,397,682 for, 504,057 against — passed, per its Form 8-K filed March 22, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 3 was approved by Peoples shareholders.”
Support: 90% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 45 managers: 1,050,403 for, 24,918 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 73 managers: 625,332 for, 973 against. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

PEOPLES FINANCIAL SERVICES CORP.’s own tally for this item (“As to the proposal to approve, on an advisory basis, the compensation of the Company's named executive officers, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as”): 3,459,261 for, 230,544 against, per its Form 8-K filed May 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 45 managers: 1,023,108 for, 23,038 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 69 managers: 593,239 for, 23,669 against. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF BAKER TILLY US, LLP AS THE COMPANY'S INDEPENDENT ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

PEOPLES FINANCIAL SERVICES CORP.’s own tally for this item (“As to the ratification of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, the number of votes cast for and against, as well as the number o”): 4,826,756 for, 69,450 against, per its Form 8-K filed May 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 1,046,146 for.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.