Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12

ORRSTOWN FINANCIAL SERVICES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

No fee required

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount previously paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

Fellow Shareholders:

In response to the COVID-19 pandemic, Orrstown Financial Services, Inc. has determined it is in the best interest of our shareholders, board, employees, and the communities we serve to conduct the Company’s annual meeting of shareholders as a “virtual meeting.”

Shareholders will not be able to attend the meeting in-person. Rather, shareholders may attend the annual meeting virtually by visiting the website listed below and following the instructions on that microsite. The date and time of the meeting have not changed. The meeting will still be held at 9:00 am local time, Tuesday April 28^th, 2020.

Attending the Virtual Meeting: Registration Starts at 9:00 EDT on April 24^th, 2020

In order to attend the virtual meeting, you must register in advance at www.cstproxy.com/orrstown/2020. Registration will start beginning Friday April 24^th at 9:00 am, Eastern Daylight Time. Your Control Number, which is printed above, will be needed in order to register. Those wishing to attend via telephone can dial 877-770-3647 and using Passcode: 38609795# ten minutes before the meeting starts. However, those dialing into the meeting will only be able to attend in “listen only” mode.

All information about the annual meeting, including our proxy statement and annual report, are available at www.cstproxy.com/orrstown/2020. This is the go-to location for everything related to the meeting. It contains all instructions, phone numbers, the meeting webcast, how-to-vote links, and contact information.

You may vote your shares in the following ways:

•The proxy form previously sent to you with our proxy statement and annual report contained instructions on how to vote your shares by signing and returning the proxy card mailed to you, vote electronically, or vote telephonically. We encourage you to vote prior to the annual meeting even if you plan on attending the virtual meeting. This will ensure your shares are represented and voted at the meeting.

•Alternatively, you may vote your shares at the virtual meeting by following the instructions at the site listed above. You will not be able to vote at the virtual meeting if you attend via telephone only.

We appreciate your patience and cooperation as we work to do our part to protect the safety and health of our shareholders, board, employees, and communities.