8-K

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

January 17, 2023

Date of Report (Date of earliest event reported)

CITIZENS HOLDING COMPANY

(Exact name of the registrant as specified in its charter)

(601) 656-4692

(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:

☐  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)).

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

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Gregory L. McKee; Changes in Principal Executive Officer

On January 10, 2023, Citizens Holding Company (“Citizens”), and Citizens wholly-owned subsidiary, The Citizens Bank (the “Bank”), collectively referred to as (the “Company”), announced that, effective January 31, 2023, Gregory L. McKee will retire as the President and Chief Executive Officer (“CEO”) of the Bank but will remain as President and CEO of Citizens to help in the CEO transition. Additionally, Mr. McKee will remain on the Board of Directors for Citizens and the Bank.

A copy of the press release announcing Mr. McKee’s retirement is attached as Exhibit 99.1 and incorporated herein by reference.

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.

CITIZENS HOLDING COMPANY

DATE: January 17, 2023

ex_464481.htm

EXHIBIT 99.1

The Citizens Bank of Philadelphia announces CEO retirement.

The Citizens Bank of Philadelphia announced today that it’s long serving President and CEO, Greg Mckee will retire on January 31, 2023. He will continue as a member of the Board of Directors.

Mckee will remain as President and CEO of Citizens Holding Company and a member of that Board of Directors.

This announcement is made at the conclusion of a diligent and thorough succession search that was done by a nationally recognized executive search firm engaged by the Bank’s Board of Directors. It is anticipated that a public announcement regarding the appointment of a new Chief Executive Officer of the bank will be made within the next two weeks.

Mckee joined the Bank in 1982 and has been President and CEO since 2002.

McKee stated “I am very appreciative of the loyalty and support of employees, customers, and shareholders. Without that, my career, and the things that have been accomplished would be considerably different. I look forward to the successes and accomplishments that the Bank and its management will achieve in the future.”

“On behalf of the Board of Directors and our Shareholders, I would like to thank Greg for his decades of loyal service and servant leadership to this institution, enabling the Bank to grow and serve Mississippi communities across our footprint,” said Herbert King, Chairman of the Board. “During his over 20-year tenure, the bank’s assets have grown from $400 million to over $1.4 billion and has attracted and retained an outstanding group of leaders and staff that are dedicated to our mission.

Citizens Holding Company is a one-bank holding company and the parent company of The Citizens Bank of Philadelphia, both headquartered in Philadelphia, Mississippi. The Bank currently has twenty-seven banking locations throughout the state of Mississippi. In addition to full service commercial banking, the Company offers mortgage loans, and a full range of Internet banking services including online banking, bill pay and cash management services for businesses. Internet services are available at the Bank web site, www.thecitizensbankphila.com. Citizens Holding Company stock is listed on the NASDAQ Global Market and is traded under the symbol CIZN. The Company's transfer agent is American Stock Transfer & Trust Company. Investor relations information may be obtained at the corporate website, www.citizensholdingcompany.com.

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