Business Context and Reporting Period
This Form 8-K Current Report was filed by Orrstown Financial Services, Inc. on May 5, 2026. The filing primarily addresses corporate governance changes, specifically the appointment of new leadership and the results of the annual meeting of shareholders held on the same date.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate events rather than financial performance data.
Material Changes
Leadership Transition
- Appointment: Adam L. Metz was elected President, Chief Executive Officer, and Director of the Company and its subsidiary, Orrstown Bank.
- Effective Date: The appointment is effective upon the retirement of Thomas R. Quinn, Jr. at the close of business on June 1, 2026.
- Background: Mr. Metz, 54, has been with the Company since 2016. He previously served as Senior Executive Vice President and Chief Operating Officer (since February 2025), Chief Revenue Officer (2019–2025), and Chief Lending Officer (2016–2019).
- Board Term: Mr. Metz will serve as a Class B Director with a term expiring at the 2028 Annual Meeting of Shareholders.
Shareholder Voting Results
- Director Elections (Class A): Four nominees were elected to three-year terms expiring in 2029. The average "For" vote was 95.81%.
- Say-On-Pay: The non-binding advisory vote on executive compensation was approved with 94.91% of votes cast in favor.
- Auditor Ratification: The selection of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified with 99.50% of votes cast in favor.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on financial outlook, or specific risk factors. The Board of Directors stated it will carefully consider the voting results and continue to engage with shareholders.
Investor Verification Checklist
- Verify the transition timeline for Thomas R. Quinn, Jr.'s retirement and Adam L. Metz's assumption of CEO duties on June 1, 2026.
- Review the Company's next quarterly or annual report for financial performance data, as this 8-K contains no financial figures.
- Confirm the composition of the Board of Directors following the election of the four Class A directors.
- Monitor future filings for any details regarding the compensation arrangements for the new CEO, as none were disclosed in this report.