8-K
CITIZENS & NORTHERN CORP (CZNC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 20, 2020
CITIZENS & NORTHERN CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-16084 | 23-2451943 |
|---|---|---|
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation) | File Number) | Identification No.) |
| 90-92 Main Street, Wellsboro, PA | 16901 | |
| --- | --- | |
| (Address of Principal Executive Office) | (Zip Code) |
Registrant’s telephone number, including area code (570) 724-3411
N/A
(Former name or former address, if changed since last report)
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<br>Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock Par Value $1.00 | CZNC | NASDAQ Capital Market |
Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging growth company ¨
If an emerging growth company, indicate by checkmark 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<br>of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
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On February 20, 2020, Dennis F. Beardslee, a director of Citizens & Northern Corporation (the "Corporation") and its wholly-owned banking subsidiary, Citizens & Northern Bank (the "Bank"), communicated to the Board of Directors his intent to retire as a director of the Corporation, effective as of the Corporation’s annual meeting of shareholders on April 16, 2020. Mr. Beardslee’s decision to retire was not the result of a disagreement with the Corporation on any matter relating to the Corporation’s or the Bank’s operations, policies or practices.
| ITEM 9.01. | Financial Statements and Exhibits |
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| (a) | Not applicable. |
|---|---|
| (b) | Not applicable. |
| --- | --- |
| (c) | Not applicable. |
| --- | --- |
| (d) | Exhibits. |
| --- | --- |
Exhibit 99.1: Press Release announcing Dennis F. Beardslee’s retirement from the Board of Directors
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| CITIZENS & NORTHERN CORPORATION | ||
|---|---|---|
| Date: 2/25/20 | By: | /s/ Mark A. Hughes |
| Treasurer and Chief Financial Officer |
Exhibit 99.1
February 25, 2020
Contact: Charity Frantz
570-724-0225
charityf@cnbankpa.com
Beardslee Announces Retirementfrom C&N Board of Directors
| WELLSBORO, PA – Citizens & Northern Corporation’s Board of Directors announced that Dennis F. Beardslee has declared his intention to retire as a director of the Corporation and C&N, effective April 16, 2020. On February 20, 2020, Mr. Beardslee informed the Board of his decision not to stand for nomination and re-election as a director at the next annual meeting of shareholders on April 16, 2020.<br><br><br><br><br><br><br><br>Mr. Beardslee has owned and operated Terrace Lanes Bowling Center in Troy, PA, since 1984. He earned his Bachelor of Arts degree from Mansfield University and has served and continues to serve on many nonprofit boards within his community.<br><br><br><br><br><br>During<br>his 21 years of service to the C&N Board, Mr. Beardslee has contributed valuable insight, counsel and leadership to C&N.<br>Leo F. Lambert, Chairman of the Board, said, “On behalf of our Board of Directors, I thank Dennis for his years of service<br>and valuable contributions to C&N. His presence will be missed, and we wish him the very best.”<br><br><br><br><br><br>Beardslee<br>has served on various C&N committees, including Finance Committee, Governance & Nominating Committee and Trust Investment<br>Committee. Regarding his departure, he said, “I’ve considered it an honor to serve on the Board for C&N for the<br>past 21 years. I look forward to watching the company achieve great success in the years ahead.” |
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AboutC&N: Citizens & Northern Corporation is the parent company of Citizens & Northern Bank (C&N), a local, independent community bank providing complete financial, investment and insurance services through 27 full service offices throughout Bradford, Bucks, Cameron, Lycoming, McKean, Potter, Tioga and Sullivan counties in Pennsylvania and Steuben County in New York. C&N offers commercial, residential and consumer lending services through 3 loan production offices in Elmira, New York and Warminster and York in Pennsylvania. C&N can be found on the worldwide web at www.cnbankpa.com. The Company’s stock is listed on NASDAQ Capital Market Securities under the symbol CZNC.