Form 8-K - Current report

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

December 12, 2023

Date of Report (Date of earliest event reported)

PENNS WOODS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-17077	23-2226454
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Ident. No.)

300 Market Street, P.O. Box 967, Williamsport, Pennsylvania		17703-0967
(Address of principal executive offices)		(Zip Code)

(570) 322-1111 Registrant’s telephone number, including area code

N/A
(Former name or former address, if changed since last report.)

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:

¨ 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 each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $5.55 par value	PWOD	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 12, 2023, Penns Woods Bancorp, Inc. and Richard A. Grafmyre, Chief Executive Officer of the Company, entered into an Amendment, dated December 12, 2023 (the “Amendment”), to Mr. Grafmyre’s existing Amended and Restated Employment Agreement, dated March 9, 2021 (the “Employment Agreement”). The Amendment amends the Employment Agreement to extend the fixed term of the Employment Agreement to April 30, 2028, with additional one-year renewals thereafter unless either party gives notice of nonrenewal at least sixty days prior to an annual renewal date (commencing with the annual renewal date occurring on May 1, 2028).

Except as modified by the Amendment, the Employment Agreement remains in effect in accordance with its terms.

A copy of the Amendment is attached hereto as Exhibit 10.2. The foregoing description of the Amendment is qualified by reference to the Amendment.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

10.1	Amended and Restated Employment Agreement, dated March 9, 2021, between Penns Woods Bancorp, Inc. and Richard A. Grafmyre (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on March 10, 2021).

10.2	Amendment to Employment Agreement, dated December 12, 2023, between Penns Woods Bancorp, Inc. and Richard A. Grafmyre.

104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PENNS WOODS BANCORP, INC.

Dated: December 14, 2023

	By:	/s/ Brian L. Knepp
		Brian L. Knepp
		President and Chief Financial Officer

Exhibit 10.2

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

(Amendment No. 1)

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated December 12, 2023, between PENNS WOODS BANCORP, INC. (“Penns Woods”), a Pennsylvania business corporation, and RICHARD A. GRAFMYRE, an adult individual (“Executive”).

WITNESSETH:

WHEREAS, Penns Woods and Executive are parties to an amended and restated employment agreement, March 9, 2021 (the “Employment Agreement”); and

WHEREAS, Penns Woods and Executive desire to amend the Employment Agreement to extend the term of the Employment Agreement as provided herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Amendment to Section 3(a) of the Employment Agreement. Section 3(a) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

“(a) This Agreement shall be for a period (the “Employment Period”) commencing on date hereof and ending on April 30, 2028; provided, however, that, commencing on the May 1, 2028 and on each May 1 thereafter, the Employment Period shall be automatically extended for one (1) additional year through the following April 30 unless either party provides written notice of non-renewal at least sixty (60) days prior to any annual renewal date (commencing with the annual renewal date occurring on May 1, 2028), in which case the Employment Period shall terminate on the April 30 immediately following such written notice. Neither the expiration of the Employment Period nor the termination of this Agreement, shall affect the enforceability of the provisions of Sections 7, 8 and 9.”

2. Ratification of Employment Agreement. Except as amended by this Amendment No. 1 to Amended and Restated Employment Agreement, all terms and conditions of the Employment Agreement remain in full force and effect, and nothing contained in this Amendment No. 1 to Amended and Restated Employment Agreement shall be deemed to alter or amend any provision of the Employment Agreement except as specifically provided herein. References in the Employment Agreement to the "Agreement" shall be deemed to be references to the Employment Agreement as amended hereby.

3. Notices. Except as otherwise provided in this Amendment No. 1 to Amended and Restated Employment Agreement, any notice required or permitted to be given under this Amendment No. 1 to Amended and Restated Employment Agreement shall be deemed properly given if in writing and if mailed by registered or certified mail, postage prepaid with return receipt requested, to Executive’s residence (as then reflected in the personnel records of the Employer), in the case of notices to Executive, and to the then principal offices of Penns Woods, in the case of notices to the Employer.

4. Waiver. No provision of this Amendment No. 1 to Amended and Restated Employment Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by Executive and the Employer. No waiver by any party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Amendment No. 1 to Amended and Restated Employment Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

5. Assignment. This Amendment No. 1 to Amended and Restated Employment Agreement shall not be assignable by any party, except by Penns Woods to any of its affiliated companies or to any successor in interest to its businesses.

6. Entire Agreement; Effect on Prior Agreements. This Amendment No. 1 to Amended and Restated Employment Agreement contains the entire agreement of the parties relating to the subject matter hereof, and supersedes and replaces any prior agreement relating to the subject matter hereof.

7. Validity. The invalidity or unenforceability of any provision of this Amendment No. 1 to Amended and Restated Employment Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

8. Applicable Law. This Amendment No. 1 to Amended and Restated Employment Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.

9. Headings. The section headings of this Amendment No. 1 to Amended and Restated Employment Agreement are for convenience only and shall not control or affect the meaning or construction, or limit the scope or intent, of any of the provisions hereof.

10. Number. Words used herein in the singular form shall be construed as being used in the plural form, as the context requires, and vice versa.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Amended and Restated Employment Agreement as of the date set forth below.

PENNS WOODS BANCORP, INC.

By:	/s/ Edward R. Nestlerode, Jr.	Date: December 12, 2023
	Chairman
	(“Penns Woods”)

/s/ Richard A. Grafmyre		Date: December 12, 2023
RICHARD A. GRAFMYRE
(“Executive”)

Cover	Dec. 12, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2023
Entity File Number	000-17077
Entity Registrant Name	PENNS WOODS BANCORP, INC.
Entity Central Index Key	0000716605
Entity Tax Identification Number	23-2226454
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	300 Market Street
Entity Address, Address Line Two	P.O. Box 967
Entity Address, City or Town	Williamsport
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17703-0967
City Area Code	570
Local Phone Number	322-1111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $5.55 par value
Trading Symbol	PWOD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false