UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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

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 Instructions 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 2.02. Results of Operations and Financial Condition

On January 27, 2021, Peoples Financial Corporation issued a press release announcing its results for the fourth quarter of 2020 and actions taken by its Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective January 27, 2021, the Company’s Board of Directors amended the Company’s Bylaws in several ways, including the following: amended Article II, Section 2.12, of the Bylaws in its entirety to delete the provision for cumulative voting in election of directors; amended Article II, Section 2.14, to adopt new procedures for bringing business before stockholders meetings; amended Article III, Section 3.02, to adopt new procedures for director nominations and elections; amended Article III, Section 3.03, to revise provision addressing tenure and qualifications of directors; amended Article III, Section 3.06, to allow for electronic action of the directors without a meeting; amended Article III, Section 3.07, to provide for electronic notice for board meetings; added new Article III, Section 3.15, to address standing committees of the Board of Directors and amended Article VI to revise provision addressing the exculpation and indemnification of directors and officers.

The foregoing descriptions of the amended Bylaws is qualified in its entirety by reference to the actual text of the amendments to the Company’s Bylaws, which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

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.

Dated: January 27, 2021