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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 8, 2025

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)

(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))

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

Title of class

Symbol

Name of exchange on which registered

None

N/A

N/A

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 8, 2025, First Keystone Corporation (the “Corporation”) held its Annual Meeting of Shareholders. A total of 6,218,781 shares of the Corporation’s common stock were entitled to vote as of March 7, 2024, the record date for the Annual Meeting. There were 4,157,348 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 A 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

3,144,341

102,481

910,526

Whitney B. Holloway

2,826,581

420,241

910,526

Jack W. Jones

Nancy J. Marr

3,138,460

3,083,871

108,362

162,951

910,526

910,526

Proposal No. 2 – Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2025

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 2025. The results of the vote were as follows:

For

    

Against

    

Abstain

    

Broker Non-Votes

3,863,413

255,020

38,915

0

ITEM 7.01    Regulation FD Disclosure

On May 8, 2025, 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

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 13, 2025

/s/ Jack W. Jones

Jack W. Jones

President & Chief Executive Officer

Exhibit 99.1

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Annual Shareholders’ Meeting May 8, 2025

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ANNUAL MEETING OF SHAREHOLDERS I. Introduction – Robert A. Bull, Chairman II. Call to Order III. Welcome IV. Ascertain Presence of a Quorum – David R. Saracino, Secretary V. Proposal No. 1 – Election of Directors VI. Proposal No. 2 – Ratification of Independent Auditors VII. Management Presentations I. Robert A Bull, Chairman II. Stacy Gordner III. Jack W. Jones VIII. Questions IX. Results of Voting X. Closing Comment/Adjournment

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First Keystone Corporation Board of Directors ROBERT A. BULL CHAIRMAN JOHN E. ARNDT VICE CHAIRMAN D. MATTHEW BOWER WHITNEY B. HOLLOWAY JACK W. JONES MICHAEL L. JEZEWSKI NANCY J. MARR WILLIAM E. RINEHART DAVID R. SARACINO ELAINE A. WOODLAND

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First Keystone Corporation Director Emeriti DR. JOSEPH B. JEROME F. FABIAN CONAHAN, JR JOHN G. GERLACH

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Robert A Bull Chairman of the Board This presentation contains certain forward-looking statements, which are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, and reflect management’s beliefs and expectations based on information currently available. These forward-looking statements are inherently subject to significant risks and uncertainties, including changes in general economic and financial market conditions, the Corporation’s ability to effectively carry out its business plans and changes in regulatory or legislative requirements. Other factors that could cause or contribute to such differences are changes in competitive conditions, and pending or threatened litigation. Although management believes the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially.

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Stacy Gordner Assistant Vice President, Interim Chief Financial Officer This presentation contains certain forward-looking statements, which are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, and reflect management’s beliefs and expectations based on information currently available. These forward-looking statements are inherently subject to significant risks and uncertainties, including changes in general economic and financial market conditions, the Corporation’s ability to effectively carry out its business plans and changes in regulatory or legislative requirements. Other factors that could cause or contribute to such differences are changes in competitive conditions, and pending or threatened litigation. Although management believes the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially.

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$200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 2020 2021 2022 2023 2024 $684,132 $736,839 $807,169 $873,677 $921,848 $312,537 $413,805 $419,164 $358,243 $417,080 Loans Investments Average Loan and Investment Balances (amounts in thousands)

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2.50% 3.00% 3.50% 4.00% 4.50% 5.00% 2020 2021 2022 2023 2024 4.63% 4.49% 4.41% 4.90% 5.55% 3.05% 2.61% 3.02% 4.02% 4.75% Loan Yields Investment Yields Loan and Investment Yields (tax equivalent)

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$- $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 2020 2021 2022 2023 2024 $658,889 $807,970 $794,742 $746,747 $800,476 $95,791 $89,918 $141,450 $230,991 $300,020 Average Interest Bearing Deposits Average Borrowings Average Interest-Bearing Deposits and Borrowings (amounts in thousands)

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0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 2020 2021 2022 2023 2024 0.75% 0.39% 0.66% 2.29% 3.16% 1.48% 2.23% 2.58% 4.66% 4.62% Deposits Borrowings Liability Costs | Deposit and Borrowing Costs

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1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 2020 2021 2022 2023 2024 3.25% 3.08% 2.96% 1.79% 1.74% 3.46% 3.22% 3.19% 2.38% 2.40% Net Interest Spread Net Interest Margin Net Interest Spread and Net Interest Margin (tax equivalent)

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$(15,000) $(10,000) $(5,000) $- $5,000 $10,000 $15,000 2020 2021 2022 2023 2024 $11,837 $14,688 $14,024 $5,560 $(13,203) $1,577 $2,321 $2,294 $(58) $684 $(45) $323 $(846) $(118) $105 Net Income After Taxes Tax Expense Net Securities Gain/Loss Net Income After Taxes, Tax Expense & Net Securities Gains/(Losses) (amounts in thousands)

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FKC’s Franchise Value ➢ History of solid investor returns ➢ Dividend Yield of 8.29% at 12/31/2024 ➢ Historically strong capital position ➢ Investor-focused dividend policy ➢ Consistent financial performance ➢ Community focused banking strategies ➢ Economic diversity – servicing four distinct markets ➢ Strong experienced management team and over 200 dedicated employees ➢ Our shareholders

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Jack Jones This presentation contains certain forward-looking statements, which are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, and reflect management’s beliefs and expectations based on information currently available. These forward-looking statements are inherently subject to significant risks and uncertainties, including changes in general economic and financial market conditions, the Corporation’s ability to effectively carry out its business plans and changes in regulatory or legislative requirements. Other factors that could cause or contribute to such differences are changes in competitive conditions, and pending or threatened litigation. Although management believes the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially. President and CEO

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Introduction ➢Joined First Keystone Community Bank in January ➢ February 1, became President and CEO after the retirement of Elaine ➢ Thank You Elaine for your 32 years of service to this bank, and I look forward to working with you as a Board Member ➢ Penns Woods Bancorp (PWOD) parent company for Jersey Shore State Bank and Luzerne Bank ➢ Chief Banking Officer ➢ Established loan products while monitoring rates ➢ Determined Deposit specials while keeping rates competitive ➢ Supervised Indirect Loan program at peak more than $220 Million ➢ Expanded footprint organically into new markets

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Future of First Keystone Community Bank ➢To remain an independent community bank ➢Grow the bank in a safe, sound and profitable manner ➢To continue to enhance our franchise and shareholder value ➢ Offer competitive deposit and loan rates ➢ Monitor margins ➢ Grow loan portfolio ➢ Increase Core Deposits ➢ Continue to find funding methods ➢ Remain well capitalized

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Future of First Keystone Community Bank ➢ Refocus on Retail Banking and Mortgage Lending ➢ Supply Retail staff with the tools necessary to succeed ➢ Enhanced deployment of marketing strategies ➢ Direct mail postcards ➢ Billboards in strategic locations ➢ Market outside the branches to non-customers ➢ New Home Equity Line of Credit promotions ➢ Twice a year with promotional rates ➢ Competitive deposit rates ➢ Money Markets ➢ Certificates of Deposits ➢ Expand our Mortgage Services by offering new competitive products ➢ Through new outlets such as FHLB and PHFA ➢ Remain a Leader in Commercial Lending

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Future of First Keystone Community Bank ➢Enhanced products ➢ New Online checking/savings account opening ➢ Launched 1st quarter 2025 ➢ New Website (internally designed) ➢ Contactless debit cards ➢ Positive Payee (Fraud Prevention) ➢ New Retail Loan system for branch managers and retail lenders ➢ 4 th quarter 2025

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Future of First Keystone Community Bank ➢FKCB will continue to build on it’s legacy of a trusted community bank ➢We will stay true to our core values ➢ Expand offerings to attract a diverse customer base ➢ Remain a leader in customer service, while continuing to grow our presence in the community and foster a workplace that attracts and retains top talent ➢ Be the “Best Place to Work”

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Future of First Keystone Community Bank ➢ Our Success will evolve because of the core values instilled in our employees and board members ➢ Profitability and growth are primary and competing goals. Encouraging efficiencies throughout the Bank, although needed can sometimes be challenging for employees. These efficiencies need to be thought out, teams encouraged to have input and communicated to be effective. When team members buy in profitability thrives.

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Commitment to Community ➢ FKCB provided Sponsorships and Donations to various schools and non-profit agencies throughout our communities. ➢ Examples include various fundraising walks and events, arts and food festivals, YMCAs, little leagues and school sports teams, holiday events, economic groups, and United Way. We also supported education through EITC donations. ➢ Total support in 2024 $252,000 to more than 250 non-profits

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Commitment to Community ➢ We are passionate about giving generously to the communities we serve, in both corporate and individual employee donations. ➢ Throughout the year, our employees donated $9,838 of their own money during Denim Days, supporting various non-profit agencies throughout our markets. ➢ In addition to monetary donations, they donated more than 2,000 hours of volunteer work ➢ They continue to think not only of the Bank, themselves and their families, but others in our community

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Keys to our Success are expressed in our Mission Statement First Keystone Corporation and First Keystone Community Bank will be the independent financial services provider of choice to its customers and communities that it serves by providing quality, cost effective, customer focused financial services and products through our dedicated bankers and technology. By doing so, we will enhance our value to our shareholders through sustainable profits and dividends. First Keystone Corporation and First Keystone Community Bank recognize and value the contribution of our employees. To them, we pledge to provide opportunity for a high level of job satisfaction and an equitable exchange for their services.

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Commitment to You ➢ For over 160 years, we have been committed to listening to our customers and Shareholders ➢ That commitment remains true today, and will remain into the future ➢ We remain well-capitalized and compare favorably to all regulatory ratios. ➢ We are now looked at as financial advisors, community leaders, and trusted friends, all of which we have developed through relationships established through First Keystone Community Bank.

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Commitment to You The Board of Directors, management and the entire staff are firmly focused on increasing value for our customers, our communities and our shareholders. Thank you for your confidence and continued support!

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Thank you for attending our May 8, 2025 Annual Shareholders’ Meeting!