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 5, 2016

 

First Keystone Corporation

 

(Exact name of registrant as specified in its charter)

 

Pennsylvania   2-88927   23-2249083
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

 

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

  

(570) 752-3671

 

(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))

 

 

 

 

 

CURRENT REPORT ON FORM 8-K

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On May 5, 2016, the Corporation held its Annual Meeting. A total of 5,620,205 shares of the Corporation’s common stock were entitled to vote as of March 11, 2016, the record date for the Annual Meeting. There were 4,474,334 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on two (2) 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 B Directors

 

The shareholders voted to elect four (4) Class B 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

 

John E. Arndt

 

3,383,102

 

48,666

 

1,042,566

 

J. Gerald Bazewicz

 

2,798,349

 

633,419

 

1,042,566

 

Robert E. Bull

 

2,822,316

 

609,452

 

1,042,566

 

Joseph B. Conahan, Jr.

 

3,379,914

 

51,854

 

1,042,566

 

Proposal No. 2 – Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2016

 

The shareholders voted to ratify the selection of BDO USA, LLP as the Corporation’s independent registered public accounting firm for the fiscal year 2016. The results of the vote were as follows:

 

For Against Abstaining Broker Non-Votes

 

4,315,597

 

127,788

 

30,949

 

0

  

Item 7.01 Regulation FD Disclosure

 

 

On May 5, 2016 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.

 

 

 

 

 

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 6, 2016 /s/ Matthew P. Prosseda
  Matthew P. Prosseda
  President & Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

 

 

EXHIBIT NO.

  

99.1Annual Meeting Presentation Slides.