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

On November 22, 2022, the Board of Directors of Peoples Financial Corporation (the "Company") approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws") which became effective the same day. Among other things, amendments effected by the Amended and Restated Bylaws include:



  ? Insert a new Section 1.03 which defines several terms important for compliance
    with new requirements under Rule 14a-19 and application of the new Bylaw
    provisions, including definitions for "Acting in Concert," "Director
    Questionnaire," "Nominating Person," and "Solicitation Statement." Article I,
    Section 1.03.


  ? Require that any stockholder directly or indirectly soliciting proxies from
    other stockholders must use a proxy card other than white, which shall be
    reserved for exclusive use by the Board of Directors. Article II, Section
    2.09.


  ? Revising procedures for bringing business before a stockholder meeting to
    further define the qualifications of stockholders allowed to do so, limit the
    subject of such business to those allowed to be brought by stockholders under
    Mississippi law, supplement requirements for the description of business to be
    brought before the meeting that must be included in the notice of the
    proposing stockholder, and require the notice of the proposing stockholder to
    include information about others supporting the proposal or acting in concert
    with the proposing stockholder. Article II, Section 2.14.


  ? Require director nominations to comply with SEC requirements and the Bylaws,
    including new SEC Rule 14a-19 which establishes requirements for the universal
    proxy. Article III, Sections 3.02.


  ? Confirm that the Board of Directors, a designated committee or an authorized
    PFBX executive shall determine if the Bylaw requirements have been satisfied.
    Article III, Section 3.02(g).


  ? Provide that a stockholder's nominees cannot exceed the number of directors to
    be elected, and clarify the proper use of alternate nominees. Article III,
    Section 3.02(f).


  ? Require disclosure of all agreements, arrangements, or understandings between
    the stockholder or beneficial owner and any other person. Article III, Section
    3.02(d).


  ? Require a person who has an agreement, arrangement or understanding with, or
    is otherwise acting in concert (as defined) with, a nominating stockholder to
    disclose the same types of information that a "participant" in a proxy
    solicitation would have to disclose in SEC filings. Article I, Section 1.03(a)
    and Article III, Section 3.02(d).


  ? Require more detailed disclosure regarding a nominee, including the completion
    of a Director Questionnaire and the provision of all information required to
    be disclosed by applicable SEC rules. Section 3.02(d).


  ? Require a written "Solicitation Agreement" that the stockholder or beneficial
    owner will deliver proxy solicitation materials in compliance with SEC filing
    requirements, including the requirement of Rule 14a-19 that a definitive proxy
    statement be delivered to at least 67% of the voting power of the common
    stock, and comply with all requirements of the Exchange Act and regulations
    related thereto. Article 1, Section 1.03(m) and Article III, Section 3.02(d).

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  ? Require a written undertaking and agreement that the stockholder will update
    the Company in writing promptly if necessary or if the stockholder fails to
    satisfy the requirements of Rule 14a-19 for any reason. Otherwise, the
    stockholder shall prior to the meeting provide the Company evidence that the
    SEC requirements have been fully satisfied. Article III, Sections 3.02(e) and
    3.02(h).


  ? Require disclosure of such other information as may be reasonably requested by
    the Company to determine compliance with the Bylaws and qualifications of the
    stockholder's nominee. Article I, Sections 1.03(c) and 1.03(m) and Article
    III, Sections 3.02(d) and 3.02(e).


  ? Make a limited number of other clerical revisions to correct an internal
    reference and ensure consistent use of "stockholders" through the bylaws.

Item 9.01 Financial Statements and Exhibits.



(d)     Exhibits:

Exhibit
Number                      Exhibit Description

3.1                           Amended and Restated Bylaws of Peoples Financial
                            Corporation, effective as of November 22, 2022.
104                         Inline XBRL Document for the cover page of this
                            Current Report on Form 8-K

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