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 2, 2020
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<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <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(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 Par value | CZNC | The 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
On April 2, 2020, the Board of Directors of Citizens & Northern Corporation (the “Company”) amended Section 1.1 of Article I of the Company’s bylaws (Annual Meeting) and Section 1.5 of Article I of the Company’s bylaws (Quorum) to add language to permit holding meetings of shareholders by means of internet or other electronic communications technology and to provide that the presence or participation by a shareholder at a meeting of shareholders, including voting and taking other action by electronic means, including the internet, will constitute the presence of, or vote or action by, the shareholder at the meeting.
The amendments to the Company’s bylaws are attached hereto as Exhibit 3.1.
| Item 8.01 | Other Events. |
|---|
On April 7, 2020, the Company, issued a press release announcing that, due to the emerging health concerns relating to the coronavirus (COVID-19) pandemic, the previously scheduled annual meeting of shareholders on April 16, 2020 will now be held as a virtual meeting. Shareholders will not be able to attend the virtual meeting in person, but will have the ability to participate in the meeting by virtual means, to vote their shares electronically and to submit their questions during the virtual meeting. Although shareholders will not be able to attend the annual meeting in person, virtual attendance capabilities will provide shareholders the ability to participate and ask questions during the meeting. Additionally, shareholders will be deemed to be "present" if they access the annual meeting through the virtual platform and they will be able to vote their shares at the annual meeting, or revoke or change a previously submitted vote, through the virtual platform.
The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits: |
| --- | --- |
| 3.1 | Amendments to Section 1.1 and Section 1.5 of the Company’s bylaws. |
| 99.1 | Press release, dated April 7, 2020. |
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 & NORTHERN CORPORATION | ||
|---|---|---|
| Dated: April 7, 2020 | ||
| By: | /s/ Mark A. Hughes | |
| Mark A. Hughes | ||
| Treasurer and Chief Financial Officer |
Exhibit 3.1.
CITIZENS & NORTHERN CORPORATION
Amendments to Bylaws
NOW THEREFORE, BE IT RESOLVED, that Section 1.1 of Article I of the Corporation’s bylaws be amended and restated to read in its entirety as follows (new language underlined):
“Section 1.1. Annual Meeting. The regular annual meeting of shareholders for the election of directors and the transaction of whatever other business may properly come before the meeting shall be held at such place or places, within or without the Commonwealth of Pennsylvania, as shall be determined by the Board of Directors from time to time. Notice of such meeting shall be mailed, postage prepaid, at least ten (10) days prior to the meeting date, addressed to each shareholder at his address appearing on the books of the Corporation. Notwithstanding the preceding sentences, if a meeting of the shareholders is held by means of the internet or other electronic communications technology in a fashion pursuant to which the shareholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the shareholders, pose questions to the directors, make appropriate motions and comment on the business of the meeting, the meeting need not be held at a particular geographic location.”
FURTHER RESOLVED, that Section 1.5 of Article I of the Corporation’s bylaws be amended and restated to read in its entirety as follows (new language underlined):
“Section 1.5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. The presence or participation, including voting and taking other action, at a meeting of shareholders or the expression of consent or dissent to corporate action by a shareholder by conference telephone or other electronic means, including, without limitation, the internet, shall constitute the presence of, or vote or action by, or consent or dissent of the shareholder for purposes of these bylaws. A majority of the votes cast shall decide every question or other matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Incorporation.”
Exhibit 99.1
| Contact: Charity Frantz | |
|---|---|
| April 7, 2020 | 570-724-0225 |
| charityf@cnbankpa.com |
Citizens & Northern Corporation toHold Previously
Announced April 16, 2020 Annual Meetingof Shareholders by
Virtual Means Due to Coronavirus Concerns
Wellsboro, PA -- April 7, 2020 – Citizens & Northern Corporation (Nasdaq: CZNC) Citizens & Northern Corporation (the “Company”) today announced that, due to the continuing public health concerns relating to the coronavirus (COVID-19) pandemic, and to protect the health and well-being of its shareholders, employees, and other stakeholders, the Company's 2020 annual shareholder meeting will now be held virtually. A proxy statement supplement will be filed today with the Securities Exchange Commission with additional information concerning the virtual meeting, which we urge shareholders to read in its entirety.
Although shareholders will not be able to attend the annual meeting in person, virtual attendance capabilities will provide shareholders the ability to participate and ask questions during the meeting. Additionally, the Company's shareholders will be deemed to be "present" if they access the annual meeting through the virtual platform and they will be able to vote their shares at the annual meeting, or revoke or change a previously submitted vote, through the virtual platform.
The virtual meeting will be held on the same date and time as previously announced, April 16, 2020 at 2:00 p.m. (local time). As described in the proxy materials for the annual meeting previously distributed, the Company's shareholders are entitled to participate in the annual meeting if they were a shareholder of record as of the close of business on February 3, 2020, which is the record date for the annual meeting. The proxy card included with the proxy materials previously distributed will not be updated to reflect the information provided in this announcement and may continue to be used to vote each shareholder's shares in connection with the annual meeting.
Shareholders will be able to attend the meeting online, vote their shares electronically, and submit their questions during the meeting by visiting: https://web.lumiagm.com/244346915. Click on “I have a control number,” enter the control number found on your proxy card, voting instruction form or notice that you received previously, and enter the password: citizens2020 (the password is case sensitive). In light of the foregoing, the Company urges shareholders to consider voting and submitting proxies in advance of the annual meeting using one of the available methods described in the proxy materials previously provided to the Company's shareholders.
The Notice of Annual Meeting, Annual Report, Proxy Statement and Proxy Card are available at:
http://www.astproxyportal.com/ast/11697/
About C&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.