Current Report Filing (8-k)

0000737875false00007378752023-05-102023-05-10

​

​

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): May 4, 2023

​

​ ​

First Keystone Corporation

(Exact name of Registrant as specified in its charter)

​

	​		​
Pennsylvania		000-21344		23-2249083
(State or other	​	(Commission	​	(IRS Employer
jurisdiction of	​	File Number)	​	Identification No.)
incorporation)	​		​

​

	​
111 West Front Street, Berwick, Pennsylvania		18603
(Address of principal executive offices)	​	(Zip Code)

​

​

[phone]

(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))

​

Securities registered pursuant to Section 12(b) of the Act:

​

Title of class	Symbol	Name of exchange on which registered
Common Stock	FKYS	OTC: Pink

​

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. ☐

​

​

​

CURRENT REPORT ON FORM 8-K

​

ITEM 5.07    Submission of Matters to a Vote of Security Holders

​

On May 4, 2023, First Keystone Corporation (the “Corporation”) held its Annual Meeting of Shareholders. A total of 6,019,152 shares of the Corporation’s common stock were entitled to vote as of March 10, 2023, the record date for the Annual Meeting. There were 4,429,672 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on four (4) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.

​

Proposal No. 1 – Election of Class C Directors

​

The shareholders voted to elect three (3) Class C Directors to serve for a term of three (3) years and until their successor is elected and qualified. The results of the vote were as follows:

​

Name		For		Withheld		Broker Non-Votes
D. Matthew Bower	​	3,412,283	​	171,246	​	846,143
Robert A. Bull	​	3,311,424	​	272,105	​	846,143
Elaine A. Woodland	​	3,519,776	​	63,753	​	846,143

​

Proposal No. 2 – Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2023

​

The shareholders voted to ratify the selection of Baker Tilly US, LLP as the Corporation’s independent registered public accounting firm for the fiscal year 2023. The results of the vote were as follows:

​

For		Against		Abstain		Broker Non-Votes
4,416,953	​	7,017	​	5,702	​	0

​

​

​

​

​

​

​

​

Proposal No. 3 – Advisory Vote on Executive Compensation

​

The shareholders voted, on an advisory basis, to approve the compensation of the Corporation’s named executive officers as disclosed in the Corporation’s proxy statement. The results of the vote were as follows:

​

26,463
For		Against		Abstain		Broker Non-Votes
3,548,466	​	26,463	​	8,600	​	846,143

​

​

​

​

​

​

Proposal No. 4 – Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

​

The shareholders voted to recommend, on a non-binding basis, that a non-binding shareholder vote to approve the compensation of the Corporation’s named executive officers should occur every three years. The results of the vote were as follows:

						​	​
1 Year		2 Years		3 Years		​ Abstain	​	Broker Non-Votes
1,047,588	​	232,331	​	2,239,783	​	63,827	​	846,143

​

​

​

ITEM 7.01    Regulation FD Disclosure

​

On May 4, 2023, members of management gave presentations at the Annual Meeting. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.

​

ITEM 9.01    Financial Statements and Exhibits

​

(d) Exhibits.

​

Exhibit Number		Description
​	​	​
99.1	​	Annual Meeting Presentation Slides
99.2	​	Press release dated May 10, 2023
104	​	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

​

​

​

​

SIGNATURES

​

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

​

	FIRST KEYSTONE CORPORATION
	(Registrant)
Dated: May 10, 2023	/s/ Elaine A. Woodland
​	Elaine A. Woodland
​	President & Chief Executive Officer

​

​