0000826154False00008261542023-05-022023-05-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 2, 2023
ORRSTOWN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania001-3429223-2530374
(State or other jurisdiction of incorporation)(SEC File Number)(IRS Employer Identification No.)
77 East King Street, P.O. Box 250, Shippensburg, Pennsylvania17257
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:717532-6114
Not Applicable
(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 (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 each classTrading symbol(s)Name of each exchange on which registered
Common Stock, no par valueORRFNasdaq Stock Market

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.




Explanatory Note
This Amendment No. 1 on Form 8-K/A (the “Amended 8-K”) is being filed as an amendment to the Current Report on Form 8-K filed by Orrstown Financial Services, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on May 2, 2023 (the “Original 8-K”). The purpose of this Amended 8-K is to disclose the Company’s decision regarding how frequently it will conduct future shareholder non-binding advisory votes to approve the compensation of the Company’s named executive officers. No other changes are being made to the Original 8-K.
Item 5.07    Submission of Matters to a Vote of Security Holders
(d)    As reported in the Original 8-K, at the Company’s Annual Meeting of Shareholders held on May 2, 2023, a majority of the Company’s shareholders that voted on the matter indicated a preference to hold, on a non-binding advisory basis, the Company’s future non-binding advisory votes on executive compensation (“Say-On-Pay”) once every year. In accordance with the recommendation of the Board of Directors of the Company as set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2023 and consistent with the shareholder voting results, the Company has determined that the Say-on-Pay vote will be conducted once every year, until the next shareholder vote on Say-on-Pay frequency.
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
Exhibit No.Description
104Cover Page Interactive Data File (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.
ORRSTOWN FINANCIAL SERVICES, INC.
Date: July 11, 2023By:/s/ Neelesh Kalani
Neelesh Kalani
Executive Vice President and Chief Financial Officer
(Duly Authorized Representative)




v3.23.2
Cover
May 02, 2023
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date May 02, 2023
Entity Registrant Name ORRSTOWN FINANCIAL SERVICES, INC.
Entity Incorporation, State or Country Code PA
Entity File Number 001-34292
Entity Tax Identification Number 23-2530374
Entity Address, Address Line One 77 East King Street,
Entity Address, Address Line Two P.O. Box 250,
Entity Address, City or Town Shippensburg,
Entity Address, State or Province PA
Entity Address, Postal Zip Code 17257
City Area Code 717
Local Phone Number 532-6114
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, no par value
Trading Symbol ORRF
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000826154
Amendment Flag false
Orrstown Financial Servi... (NASDAQ:ORRF)
Gráfica de Acción Histórica
De Abr 2024 a May 2024 Haga Click aquí para más Gráficas Orrstown Financial Servi....
Orrstown Financial Servi... (NASDAQ:ORRF)
Gráfica de Acción Histórica
De May 2023 a May 2024 Haga Click aquí para más Gráficas Orrstown Financial Servi....