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: May 1, 2012

(Date of earliest event reported)

PENSECO FINANCIAL SERVICES CORPORATION

(Exact name of registrant as specified in its charter)

000-23777

(Commission File Number)

(570) 346 - 7741

(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):

On May 7, 2012, Penseco Financial Services Corporation (the “Company”) filed articles of amendment to its articles of incorporation, as amended, with the Department of State of the Commonwealth of Pennsylvania, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (the “Amendment”). The Amendment was approved by the Board at its February 21, 2012 meeting and was approved by the Company’s shareholders at their 2012 Annual Meeting held on May 1, 2012 (the “Annual Meeting”). The Amendment became effective upon filing. The Amendment eliminates cumulative voting in elections of directors.

In addition, upon filing of the Amendment, the Company’s amended and restated bylaws were also amended to eliminate cumulative voting for directors (the “Bylaws Amendment”). A copy of the Bylaws Amendment is filed as Exhibit 3.2 to this Current Report on Form 8-K.

The foregoing descriptions of the Amendment and the Bylaws Amendment is qualified in its entirety by reference to the full text of the Amendment and Bylaws Amendment, as filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

At the Annual Meeting, the shareholders of the Company voted upon the election of three directors to the Class of 2016, each to serve a four-year term and until his or her successor is duly elected and qualified; the election of one director to the Class of 2015, to serve a three-year term and until his successor is duly elected and qualified; a proposal to amend the Company’s articles of incorporation to discontinue cumulative voting in elections of directors, and to make conforming changes to the Company’s bylaws; a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers; and a proposal to ratify the appointment of McGrail, Merkel, Quinn & Associates as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

The names of each director elected at the meeting, as well as the number of votes cast for and withheld, as well as the number of broker non-votes as to each director nominee, are as follows:

As to the proposal to amend the Company’s articles of incorporation in order to discontinue cumulative voting in elections of directors, and to make conforming changes to the Company’s bylaws, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

As to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

As to the proposal to ratify the appointment of McGrail, Merkel, Quinn & Associates as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

Item 9.01 Financial Statements and Exhibits

(d). Exhibits

SIGNATURE

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.

Date: May 7, 2012

EXHIBIT INDEX