Citizens Financial Services (CZFS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 21, 2026, with voting on director elections, auditor ratification, a new equity incentive plan, and executive compensation approval.

• Shareholders of record as of March 2, 2026, are eligible to vote; materials distributed electronically to reduce paper use.

• Board recommends voting in favor of all proposals, including the new 2026 Equity Incentive Plan.

Voting matters and shareholder proposals

• Five Class 3 directors nominated for three-year terms; ratification of S.R. Snodgrass, P.C. as auditor for 2026.

• Approval sought for the 2026 Equity Incentive Plan, replacing the expired 2016 plan.

• Advisory vote on executive compensation (say-on-pay) included.

• Shareholder proposals and nominations must follow specific advance notice procedures.

Board of directors and corporate governance

• Board consists of 13 members, majority independent; separation of Chairman and CEO roles.

• Committees (Audit, Compensation, Governance) are fully independent and operate under written charters.

• Annual board and director self-evaluations; focus on diversity, tenure, and skills matrix.

• Stock ownership requirements and age limits for directors; ongoing board refreshment.