First Keystone Corporation (OTCBB:FKYS) Files An 8-K Submission of Matters to a Vote of Security Holders

First Keystone Corporation (OTCBB:FKYS) Files An 8-K Submission of Matters to a Vote of Security Holders

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ITEM 5.07

Submission of Matters to a Vote of Security
Holders

On May 4, 2017, First Keystone Corporation (the Corporation) held
its Annual Meeting of Shareholders. A total of 5,671,451 shares
of the Corporations common stock were entitled to vote as of
March 10, 2017, the record date for the Annual Meeting. There
were 4,192,278 shares present in person or by proxy at the Annual
Meeting, at which the shareholders were asked to vote on four (4)
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 C
Directors

The shareholders voted to elect three (3) Class C 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
Don E. Bower 3,294,357 34,214 863,707
Robert A. Bull 3,085,022 243,549 863,707
Matthew P. Prosseda 3,210,799 117,772 863,707

Proposal No. 2 Ratification of the Selection of
Independent Registered Public Accounting Firm for Fiscal Year
2017

The shareholders voted to ratify the selection of BDO USA, LLP as
the Corporations independent registered public accounting firm
for the fiscal year 2017. The results of the vote were as
follows:

For Against Abstaining Broker Non-Votes
4,161,896 25,440 4,942

Proposal No. 3 Advisory vote on executive
compensation

The shareholders voted, on an advisory basis, to approve the
compensation of the Corporation’s named executive officers as
disclosed in the Corporations proxy statement. The results of the
vote were as follows:

For Against Abstaining Broker Non-Votes
3,114,959 87,916 125,696 863,707

Proposal No. 4 Advisory vote on the frequency of the
advisory vote on executive compensation

The shareholders voted to recommend, on a non-binding basis, that
a non-binding shareholder vote to approve the compensation of the
Corporations named executive officers should occur every three
years. The results of the vote were as follows:

1 Year 2 Years 3 Years Abstaining Broker Non-Votes
486,751 174,534 2,590,020 77,266 863,707

In light of the shareholder vote above, the board has decided
that the Corporation will include a non-binding shareholder vote
on the compensation of executives in the proxy materials every
three years until the next required vote on the frequency of
non-binding shareholder votes on compensation of executives which
will occur no later than 2023 Annual Meeting of Shareholders.

ITEM 7.01 Regulation FD Disclosure

On May 4, 2017, 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 8.01 Other Events

On May 5, 2017, the Corporation and its wholly-owned subsidiary,
First Keystone Community Bank (the Bank), announced that Robert
E. Bull retired from the position of Chairman of the Boards of
Directors, but would remain as a director of the Corporation and
the Bank. The Boards of Directors of the Corporation and Bank
named Robert A. Bull as Chairman of the Boards of Directors, John
E. Arndt as Vice Chairman of the Boards of Directors, and David
R. Saracino as Secretary. These changes are effective
immediately. A press release is furnished herewith as Exhibit
99.2 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and
Exhibits
(d) Exhibits.
Exhibit Number Description
99.1 Annual Meeting Presentation Slides
99.2 Press release dated May 5, 2017.


About First Keystone Corporation (OTCBB:FKYS)

First Keystone Corporation is a bank holding company. The Company has a subsidiary, First Keystone Community Bank (the Bank), which acts as an independent community financial services provider, and offers traditional banking and related financial services to individual, business, government, and public and institutional customers. Through its branch and automated teller machine (ATM) network, the Bank offers a range of commercial and retail financial services, including the taking of time, savings and demand deposits; the making of commercial, consumer and mortgage loans, and the providing of other financial services. The Bank also performs personal, corporate, pension and fiduciary services through its Trust Department. The Bank provides a range of services to individuals and small to medium sized businesses in its Northeastern Pennsylvania market area.

First Keystone Corporation (OTCBB:FKYS) Recent Trading Information

First Keystone Corporation (OTCBB:FKYS) closed its last trading session 00.00 at 25.50 with 101 shares trading hands.

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