Washington, D.C. 20549








Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 24, 2018


First Keystone Corporation


(Exact name of Registrant as specified in its charter)


Pennsylvania   2-88927   23-2249083

(State or other jurisdiction
of incorporation)



File Number)


(IRS Employer

Identification No.)

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))


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.  ¨









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


On October 23, 2018, the Board of Directors of First Keystone Corporation (the “Corporation”) appointed Elaine A. Woodland, President and Chief Executive Officer of the Corporation and First Keystone Community Bank (the “Bank”) as a director of the Corporation. Ms. Woodland will serve as a Class C Director of the Corporation to serve until the 2020 Annual Meeting of Shareholders or until her successor is elected and qualified. Ms. Woodland was previously appointed to the Bank’s Board of Directors on May 8, 2018.


Other than her Salary Continuation Agreement dated as of April 22, 2008, Ms. Woodland does not have any employment agreements with the Corporation or Bank. There are no family relationships between Ms. Woodland and any of the officers or directors of the Corporation. Other than as described herein, there are no other transactions to which the Corporation or any of its subsidiaries is a party in which Ms. Woodland has a material interest subject to disclosure under Item 404(a) of Regulation S-K.







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.


Dated: October 24, 2018 /s/ Elaine A. Woodland  
  Elaine A. Woodland
  President and CEO