8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

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June 17, 2021

Date of Report (Date of earliest event reported)

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Citizens & Northern Corporation

(Exact name of registrant as specified in its charter)

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Pennsylvania	****	0-16084	****	23-2451943
(State or other jurisdiction	​	(Commission	​	(IRS Employer
of incorporation)	​	File Number)	​	Ident. No.)
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90-92 Main Street , Wellsboro , Pennsylvania	​	​	​	16901
(Address of principal executive offices)	​	​	​	(Zip Code)

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( 570 ) 724-3411

Registrant’s telephone number, including area code

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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:

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☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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 per share	CZNC	Nasdaq Capital Market

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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).

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Emerging growth company ☐

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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. ☐

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Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

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On June 22, 2021, Citizens & Northern Corporation (the "Company") issued a press release announcing that the Company's Board of Directors appointed Kate Shattuck as a Director to Class II, effective June 17, 2021, increasing the number of its Class II Directors from three to four members, thereby increasing the aggregate size of the Company’s Board of Directors to thirteen members. Ms. Shattuck’s appointment as Class II Director is effective immediately and her term will expire as of the annual meeting of shareholders date in 2022.

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By Unanimous Consent of the Sole Shareholder in Lieu of a Meeting of the Shareholders dated June 17, 2021, the Company, as Sole Shareholder of Citizens & Northern Bank (the “Bank”) increased the aggregate size of the Bank’s Board of Directors to thirteen members. On June 17, 2021, the Board of Directors of the Bank appointed Kate Shattuck to fill the vacancy created by the increase in the aggregate size of the Bank’s Board of Directors.

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Ms. Shattuck will serve as a member of the Compensation Committee and the Governance and Nominating Committee of the Company's Board of Directors.

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A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Section 5.02 by reference.

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Item 9.01   Financial Statements and Exhibits.

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99.1	Press Release, dated June 22, 2021, of Citizens & Northern Corporation.
​<br><br>104	​<br><br>Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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SIGNATURES

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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.

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	CITIZENS & NORTHERN CORPORATION
Dated:  June 22, 2021	By:	/s/ J. Bradley Scovill
​	​	J. Bradley Scovill
		President and Chief Executive Officer

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​ Exhibit 99.1

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FOR IMMEDIATE RELEASE

June 22, 2021

C&N Welcomes Shattuck to Board of Directors

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Kate Shattuck

Wellsboro, PA – After its most recent monthly Board meeting, Citizens & Northern Corporation’s Board of Directors announced the appointment of Kate Shattuck as a Class II Director to its Board. She’ll join the Board’s Compensation Committee and the Governance and Nominating Committee.

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Terry Lehman, Chairman of the Board, said, “In addition to her impressive background, Kate is a highly respected professional with local ties who brings unique expertise to our strong board of directors. We are pleased to welcome her to the C&N family and look forward to the impact she will make.”

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Ms. Shattuck is a Senior Client Partner at Korn Ferry, the global leader in talent management and executive search, where she serves as a specialist in the Financial Markets sector and also co-founded and co-leads the firm’s work in Impact and ESG Investing.

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In delivering integrated talent management solutions, Kate partners with boards and leadership teams to design, build and attract executives to make an impact on organizations. She works with consumer and commercial banks, asset managers and impact investors focused on leadership succession to build and develop effective leadership teams at the C-suite, board and senior executive levels.

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Kate holds a Master’s degree in Business Administration from Harvard Business School and a Master’s degree in Public Administration from Harvard University’s Kennedy School of Government. She earned a Bachelor of Science degree from The United States Military Academy at West Point. Currently, Kate serves as a board member of the West Point Association of Graduates Board of Directors and the Women’s Advisory Council for the Girl Scouts of the National Capital Region. She also volunteers for the Forte Foundation, an organization working to launch women into fulfilling, significant careers through access to business education, and she is an Ironman finisher.

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Kate is originally from Blossburg, PA and was raised in Towanda, PA. She resides with her family in Wysox, PA.

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​*About C&N: C&N is an independent community bank providing complete banking, financial, investment and insurance services through 29 full-service offices located throughout Bradford, Bucks, Cameron, Chester, Lycoming, McKean, Potter, Sullivan and Tioga, counties in Pennsylvania and Steuben County in NY. C&N also operates loan production offices in Elmira, NY and York, PA. C&N can be found online at cnbankpa.com. The Company’s stock is listed on NASDAQ under the symbol CZNC.*2