czwi-202312130001367859false00013678592023-12-132023-12-13
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 13, 2023
CITIZENS COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
| | | | | | | | |
| 001-33003 | | 20-5120010 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
2174 EastRidge Center
Eau Claire, WI 54701
(Address and Zip Code of principal executive offices)
715-836-9994
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
| | | | | | | | |
| ☐ | | 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 or to be 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, $.01 par value per share | CZWI | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2023, Citizens Community Bancorp, Inc. (the “Company”), together with its wholly-owned subsidiary, Citizens Community Federal, N.A., entered into Addendum No. 1 to the Third Amended and Restated Executive Employment Agreement dated April 21, 2022 with Stephen M. Bianchi, Chairman, President and CEO (the “Bianchi Employment Agreement Addendum”), and Addendum No. 1 to the Second Amended and Restated Executive Employment Agreement dated April 21, 2022 with James S. Broucek (the “Broucek Employment Agreement Addendum”).
Both the Bianchi Employment Agreement Addendum and the Broucek Employment Agreement Addendum modified the existing employment agreements to be consistent with Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended, the listing standards adopted by the Nasdaq Stock Market, and the Company’s clawback policy adopted in 2022.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | |
| | CITIZENS COMMUNITY BANCORP, INC. |
| | |
| Date: December 15, 2023 | | By: | | /s/ James S. Broucek |
| | | | James S. Broucek |
| | | | Chief Financial Officer |