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 The Securities Exchange Act of 1934
April 21, 2022
Date of Report (Date of earliest event reported)
Citizens & Northern Corporation ****
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-16084 | 23-2451943 | ||
|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission <br>File Number) | (IRS Employer <br>Ident. No.) | ||
| | | | | |
| 90-92 Main Street , Wellsboro , Pennsylvania | | | | 16901 |
| (Address of principal executive offices) | | | | (Zip Code) |
( 570 ) 724-3411
Registrant’s telephone number, including area code
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 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:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $1.0 per share | CZNC | Nasdaq Capital Market |
Indicate by check mark 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 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 Annual Meeting of Shareholders of Citizens & Northern Corporation was held virtually on Thursday, April 21, 2022. The Board of Directors fixed the close of business on February 1, 2022 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment thereof. On this record date, there were outstanding and entitled to vote 15,827,964 shares of Common Stock with four issues proposed for vote by the stockholders. A total of 11,502,843 shares of Common Stock were present or represented by proxy at the meeting. This represented approximately 73% of the Corporation’s outstanding Common Stock.
Proposal I - Election of Class II Directors
Voting for the Class II Directors elected to serve for a term of three years is summarized as follows:
Susan E. Hartley
| Total Votes in Favor | 7,315,068 | |
|---|---|---|
| Total Votes Withheld / Against | | 692,261 |
| Broker Non-Votes | | 3,495,514 |
Leo F. Lambert
| Total Votes in Favor | 7,678,565 | |
|---|---|---|
| Total Votes Withheld / Against | | 328,764 |
| Broker Non-Votes | | 3,495,514 |
Helen S. Santiago
| Total Votes in Favor | 7,787,830 | |
|---|---|---|
| Total Votes Withheld / Against | | 219,499 |
| Broker Non-Votes | | 3,495,514 |
Katherine W. Shattuck
| Total Votes in Favor | 7,839,147 | |
|---|---|---|
| Total Votes Withheld / Against | | 168,182 |
| Broker Non-Votes | | 3,495,514 |
Proposal II – Approval and Adoption of the 2021 Compensation of the Named Executive Officers as Disclosed in the Proxy Statement
Voting on the requested approval and adoption of the 2021 compensation of the named executive officers as disclosed in the proxy statement was as follows:
| Total Votes in Favor | 7,384,471 | |
|---|---|---|
| Total Votes Against | | 383,425 |
| Total Abstained | | 239,433 |
| Broker Non-Votes | | 3,495,514 |
Proposal III – Approval and Adoption of an amendment to the Corporation’s Articles of Incorporation to increase the number of authorized shares of common stock from 20 million shares to 30 million shares.
Voting on the requested approval and adoption of an amendment to the Corporation’s Articles of Incorporation was as follows:
| Total Votes in Favor | 10,680,815 | |
|---|---|---|
| Total Votes Against | | 707,791 |
| Total Abstained | | 114,237 |
| Broker Non-Votes | | 0 |
Proposal IV – Ratification of the appointment of the firm of Baker Tilly US, LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2022.
Voting on the requested ratification of the appointment of the firm of Baker Tilly US, LLP as independent auditors of the Corporation was as follows:
| Total Votes in Favor | 11,076,098 | |
|---|---|---|
| Total Votes Against | | 310,110 |
| Total Abstained | | 116,635 |
| Broker Non-Votes | | 0 |
Item 9.01 Financial Statements and Exhibits.
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
|---|
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.
| 6 | ||
|---|---|---|
| CITIZENS & NORTHERN CORPORATION | ||
| Dated: April 25, 2022 | By: | /s/ Mark A. Hughes |
| | | Mark A. Hughes |
| Treasurer and Chief Financial Officer |