UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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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)). |
| Title of Each Class |
Trading |
Name of Each Exchange | ||
| Common Stock, $0.20 par value | CIZN | NASDAQ Global Market |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
The Corporation held its Annual Meeting of Shareholders on April 27, 2021. There were 4,530,375 shares, or approximately 81%, of the Corporation’s issued and outstanding shares of common stock represented either in person or by proxy at the Annual Meeting. The Corporation solicited proxies pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, and there were no solicitations in opposition to management’s solicitations.
The shareholders considered and voted upon three proposals at the Annual Meeting. The proposals were described in the Corporation’s Proxy Statement.
The first proposal concerned the election of four Class I directors to a three-year term expiring in 2024. The votes for each nominee were:
| Votes For | Votes Withheld | Broker Non-vote | ||||
| Gregory E. Cronin |
3,669,358 | 174,618 | 686,399 | |||
| Donald L. Kilgore |
3,751,924 | 92,052 | 686,399 | |||
| Herbert A. King |
3,482,013 | 361,963 | 686,399 | |||
| Jason R. Voyles |
3,688,857 | 155,119 | 686,399 |
The second proposal was to conduct an advisory (non-binding) vote on the compensation paid to our executive officers. The votes for the proposal were:
| Votes For |
Votes Against |
Votes Abstain |
Broker Non-vote | |||
| 3,480,531 |
81,518 | 281,927 | 686,399 |
Finally, the third proposal was to ratify the approval by our Board of Directors of our independent registered public accounting firm for the 2021 fiscal year. The votes for the proposal were:
| Votes For |
Votes Against |
Votes Abstain |
Broker Non-vote | |||
| 4,492,202 |
24,797 | 13,375 | — |
| Item 8.01 | Other Events. |
As described in Item 5.07 of this Report, on April 27, 2021, the Corporation held its Annual Meeting at which our shareholders elected the directors listed above. At a Board of Directors’ meeting immediately following the Annual Meeting, the Board of Directors made the following committee assignments:
| • | Herbert A. King, David A. King, and David P. Webb were appointed to serve on the Nominating Committee, with Mr. H. King serving as Chairman. |
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: April 30, 2021 | By: | /s/ Phillip R. Branch | ||||
| Phillip R. Branch | ||||||||
| Treasurer and Chief Financial Officer, | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||