8-K

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

Date of Report (Date of earliest event reported): February 9, 2016

CITIZENS & NORTHERN CORPORATION

(Exact name of registrant as specified in its charter)

PENNSYLVANIA

(State or other jurisdiction of incorporation)

000-16084	23-2951943
(Commission file number)	(IRS employer ID)
90-92 Main Street, Wellsboro Pennsylvania	16901
(Address of principal executive office)	(Zip Code)

Registrant's telephone number, including area code - (570) 724-3411

N/A

(Former name, address and fiscal year, 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 (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))

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

On February 9, 2016, the Board of Directors of Citizens & Northern Corporation (the “Company”) increased the number of its Class I Directors from two to four members, thereby increasing the aggregate size of the Corporation’s Board of Directors to twelve members, and appointed Terry Lehman and Frank Pellegrino to fill the vacancies created by such increase. Mr. Lehman’s and Mr. Pellegrino’s appointments as Class I Directors are effective immediately and each of their terms will expire as of the annual meeting of shareholders date in 2018.

By Unanimous Consent of the Sole Shareholder in Lieu of a Meeting of the Shareholders dated February 9, 2016, the Company, as Sole Shareholder of Citizens & Northern Bank (the “Bank”) increased the aggregate size of the Bank’s Board of Directors to twelve members. On February 9, 2016, the Board of Directors of the Bank appointed Terry Lehman and Frank Pellegrino to fill vacancies created by the increase in the aggregate size of the Bank’s Board of Directors.

Terry Lehman, age 58, is a retired Certified Public Accountant. Mr. Lehman has over 30 years of experience in public accounting and private industry, including serving the roles of an Assurance Director at BDO, LLP in Harrisburg, an Audit Partner at ParenteBeard, LLC, and Beard Miller Company, LLP both located in Harrisburg, Chief Financial Officer at Cardinal Technologies, Inc. in Lancaster, Senior Manager at Ernst & Young, and an Internal Auditor at Peoples National Bank of Lebanon. Mr. Lehman graduated from Shippensburg University with a Bachelor of Science in Business Administration with a concentration in Accounting and currently resides in Mount Wolf, Pennsylvania. It is expected that Mr. Lehman will serve on the Audit Committee of the Board and that he will qualify and serve as an Audit Committee "Financial Expert" as defined by SEC regulations. However, Mr. Lehman’s appointment to the Audit Committee will not be effective until the Company’s regular Board meeting in July, 2016.

Frank Pellegrino, age 53, is the Executive Vice President of Sales and Marketing of Primus Technologies Corp, Williamsport, and serves in executive leadership roles in several businesses in Lycoming, Union and Columbia counties. Mr. Pellegrino graduated from Indiana University of Pennsylvania with a Bachelor of Science in Business Administration with a concentration in Marketing and Pre-Law. Mr. Pellegrino currently resides in Williamsport, Pennsylvania. It is expected that Mr. Pellegrino will serve on the Asset Liability Committee of the Board.

Mr. Lehman and Mr. Pellegrino will be compensated in accordance with the Company’s publicly disclosed director compensation policies for non-employee directors.

No arrangements exist between the Company, or any other person, and Mr. Lehman or Mr. Pellegrino, pursuant to which either was selected as a director.

The Company has had and expects in the future to have banking transactions in the ordinary course of business with its directors and their associates, including corporations, partnerships or other organizations in which the directors have a controlling interest. All loan and other transactions were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with unrelated parties and did not involve more than the normal risk of collectability or present other unfavorable features.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated February 9, 2016

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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 thereunto duly authorized.

	Citizens & Northern Corporation
Date:       February 9, 2016	By:	/s/ Mark A. Hughes
		Mark A. Hughes, Treasurer and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release

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EX-99.1

Exhibit 99.1

	Contact:  Charity Frantz
February 9, 2016	570-724-0225
	charityf@cnbankpa.com

For Immediate Release

Citizens & Northern Corporation Announces Appointment of New Directors

Wellsboro, PA: Citizens & Northern Corporation announced today that Terry Lehman of Mount Wolf, PA and Frank Pellegrino of Williamsport, PA have been appointed as Class I Directors on the Corporation’s Board of Directors. They will fill the vacancies created by the Board’s decision to increase the number of its Class I Directors from two to four members, and thereby increase the aggregate size of the Corporation’s Board of Directors to twelve members. The Board took similar action to add both gentlemen to the Board of Directors of Citizens & Northern Bank, as well.

“We are pleased to have Terry and Frank join the Citizens & Northern Corporation board of directors,” said Leo Lambert, Chairman of the Board. “They possess a combination of financial expertise and business experience, as well as a strong commitment to community, that will bring great value to our organization in the years ahead.”

Terry Lehman has over 30 years of experience in public accounting and private industry, including 12 years with Ernst & Young and 17 years at a regional accounting firm where he served as leader of the financial services, insurance and Securities and Exchange Commission (SEC) practice groups. Terry is well respected in the financial services industry for his technical knowledge and known throughout Pennsylvania for his civic activities and contributions.

Terry has served a variety of private and publicly held entities in various industries, including financial institutions, insurance, manufacturing, real estate and hospitality. His responsibilities have involved coordination of annual audits and reporting matters, assistance with merger and acquisition activities, and audit committee/board of directors’ communications. He is experienced in all aspects of SEC reporting and public offerings, as well as the Sarbanes-Oxley Act. Terry has spoken at banking industry seminars on both a state and national level. He graduated Magna Cum Laude from Shippensburg University with a Bachelor of Science in Business Administration-Accounting degree.

In addition, Terry’s civic and community activities currently include Vice Chair of the Board for the Whitaker Center for Science and Arts, Development Committee for the Penn State Hershey Children’s Hospital, board member of Harrisburg Academy Foundation, and member of the Audit Committee for Harrisburg Academy. He has also served as a board member for the Pennsylvania Chamber of Business and Industry, and as Board Chair of the Harrisburg Regional Chamber.

Frank Pellegrino is a founding corporate officer and the Executive Vice President of Sales and Marketing of PRIMUS Technologies Corp, Williamsport. He graduated Magna Cum Laude from Indiana University of Pennsylvania with a Bachelor of Science in Business Administration - Marketing and Pre-Law. He is also an investor, board member, and executive for a number of other manufacturing and service businesses in the Greater Susquehanna Valley.

Mr. Pellegrino serves on various boards of trustees/directors and committees of local not-for-profit organizations throughout the region, including Lycoming College, Pennsylvania College of Technology, Bloomsburg University, and the Williamsport Municipal Airport Authority, among others. He is currently the President and board member for the First Community Foundation Partnership, and Secretary of the Board for the Community Arts Center in Williamsport.

Frank served as inaugural President of the Governance Board of the St. John Neumann Regional Advisory Board and board member of the Diocese of Scranton Finance Council. In addition, he is a Pennsylvania Lion Fellow and a Melvin Jones Fellow named by Lions Club International Foundation (LCIF), in recognition of his commitment to serving the world community. Named after the Lions Club Founder, it is the foundation’s highest honor in recognition of commitment to humanitarian Service.

Citizens & Northern Corporation is the parent company of Citizens & Northern Bank, a local, independent community bank providing complete financial, investment and insurance services through 26 full service offices throughout Tioga, Bradford, Sullivan, Lycoming, Potter, Cameron and McKean counties in Pennsylvania and in Canisteo and South Hornell, NY. 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.

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