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): April 21, 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 5.07 Submission of Matters of a Vote of Security Holders

The Annual Meeting of Shareholders of Citizens & Northern Corporation was held on Thursday, April 21, 2016. The Board of Directors fixed the close of business on February 12, 2016 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 12,151,108 shares of Common Stock with two issues proposed for vote by the stockholders. A total of 8,862,709 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 I Directors

Voting for the Class II Directors elected to serve for a term of three years is summarized as follows:

R. Bruce Haner

Total Votes in Favor	5,382,525
Total Votes Withheld / Against	470,000
Broker Non-Votes	3,010,184

Susan E. Hartley

Total Votes in Favor	5,409,011
Total Votes Withheld / Against	443,514
Broker Non-Votes	3,010,184

Leo F. Lambert

Total Votes in Favor	5,590,543
Total Votes Withheld / Against	261,971
Broker Non-Votes	3,010,195

Leonard Simpson

Total Votes in Favor	5,460,991
Total Votes Withheld / Against	391,523
Broker Non-Votes	3,010,195

Proposal II – Ratification and Approval of the appointment of the firm of Baker Tilly Virchow Krause, LLP as independent auditors of the Corporation.

Voting on the requested ratification and approval of the appointment of the firm of Baker Tilly Virchow Krause, LLP as independent auditors of the Corporation was as follows:

Total Votes in Favor	8,538,175
Total Votes Against	149,451
Total Abstained	175,083
Broker Non-Votes	0

Item 8.01 Other Events

On April 22, 2016 Citizens & Northern Corporation (the “Company”) issued a press release announcing that the Company’s Board of Directors declared a dividend on its common stock and approved a new treasury stock repurchase program. The Board of Directors declared a regular quarterly cash dividend of $0.26 per share. The dividend is payable May 13, 2016 to shareholders of record as of May 2, 2016. Declaration of the dividend was made at the April 21, 2016 meeting of the Corporation’s Board of Directors.

Announcement of a new treasury stock repurchase program follows the recent completion of a common stock repurchase plan authorized by the Board of Directors in July 2014. Under the newly approved stock repurchase program, the Company is authorized to repurchase up to 600,000 shares of the Company's common stock or slightly less than 5% of the Company's issued and outstanding shares at April 19, 2016. Consistent with the previous program, the Board of Directors’ April 21, 2016 authorization provides that: (1) the new treasury stock repurchase program shall be effective when publicly announced and shall continue thereafter until suspended or terminated by the Board of Directors, in its sole discretion; and (2) all shares of common stock repurchased pursuant to the new program shall be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Company’s Dividend Reinvestment and Stock Purchase Plan and its equity compensation program.

A copy of the Company’s press release announcing these actions is attached hereto as Exhibit 99.1 and incorporated herein by reference. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated April 22, 2016.

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:  April 22, 2016	By:	/s/ Mark A. Hughes
		Mark A. Hughes, Treasurer

EX-99.1

Exhibit 99.1

 

	Contact:   Charity Frantz
April 22, 2016	570-724-0225
	charityf@cnbankpa.com

CITIZENS & NORTHERN CORPORATION DECLARES DIVIDEND AND

APPROVES NEW SHARE REPURCHASE PROGRAM

For Immediate Release:

Wellsboro, PA – The Board of Directors of Citizens & Northern Corporation (the “Company”) (NASDAQ: CZNC), parent company of Citizens & Northern Bank, has declared a dividend on the Company’s common stock and approved a new treasury stock repurchase program.

Declaration of the regular quarterly cash dividend of $0.26 per share was made at the April 21, 2016 meeting of the Company's Board of Directors. The dividend is payable on May 13, 2016 to shareholders of record as of May 2, 2016.

Announcement of a new treasury stock repurchase program follows the recent completion of a common stock repurchase plan authorized by the Board of Directors in July 2014. In total, 622,500 shares, or 5% of the total shares outstanding on July 16, 2014, were repurchased under the previous program for a total cost of $12,140,000, at an average price of $19.50 per share.

Under the newly approved stock repurchase program, the Company is authorized to repurchase up to 600,000 shares of the Company’s common stock, or slightly less than 5% of the Company’s issued and outstanding shares at April 19, 2016. As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases under the program may be made from time to time in the open market at prevailing prices, or through privately negotiated transactions.

Consistent with the previous program, the Board of Directors’ April 21, 2016 authorization provides that: (1) the new treasury stock repurchase program shall be effective when publicly announced and shall continue thereafter until suspended or terminated by the Board of Directors, in its sole discretion; and (2) all shares of common stock repurchased pursuant to the new program shall be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Company’s Dividend Reinvestment and Stock Purchase Plan and its equity compensation program.

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.

Safe Harbor Statement: Except for historical information contained herein, the matters discussed in this release are forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the following: changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates; changes in general economic conditions; legislative or regulatory changes; downturn in demand for loan, deposit and other financial services in the Company’s market area; increased competition from other banks and non-bank providers of financial services; technological changes and increased technology-related costs; changes in management’s assessment of realization of securities and other assets; and changes in accounting principles, or the application of generally accepted accounting principles. The Company disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.