UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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).
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 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Citizens & Northern Corporation was held virtually on Thursday, April 25, 2024. The Board of Directors fixed the close of business on February 6, 2024 as the record date for the determination of shareholders 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 15,338,420 shares of Common Stock with three issues proposed for vote by the shareholders. A total of 10,491,842 shares of Common Stock were present or represented by proxy at the meeting. This represented approximately 68% of the Corporation’s outstanding Common Stock.
Proposal I - Election of Class I Directors
Voting for the Class I Directors elected to serve for a term of three years is summarized as follows:
Bobbi J. Kilmer
Total Votes in Favor |
| 5,641,266 |
Total Votes Withheld / Against | 1,315,849 | |
Broker Non-Votes | 3,534,727 |
Terry L. Lehman
Total Votes in Favor |
| 6,586,613 |
Total Votes Withheld / Against | 370,501 | |
Broker Non-Votes | 3,534,727 |
Robert G. Loughery
Total Votes in Favor |
| 5,520,846 |
Total Votes Withheld / Against | 1,436,270 | |
Broker Non-Votes | 3,534,726 |
Frank G. Pellegrino
Total Votes in Favor |
| 6,629,302 |
Total Votes Withheld / Against | 327,813 | |
Broker Non-Votes | 3,534,727 |
Proposal II – Approval and Adoption of the 2023 Compensation of the Named Executive Officers
Voting on the requested approval and adoption of the 2023 compensation of the named executive officers as disclosed in the proxy statement was as follows:
Total Votes in Favor |
| 5,475,951 |
Total Votes Against | 1,208,990 | |
Total Abstained | 273,934 | |
Broker Non-Votes | 3,532,967 |
Proposal III – Ratification of the appointment of the firm of Baker Tilly US, LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2024
Voting on the requested ratification of the appointment of the firm of Baker Tilly US, LLP as independent auditors of the Corporation was as follows:
Total Votes in Favor |
| 10,108,012 |
Total Votes Against | 90,524 | |
Total Abstained | 68,369 | |
Broker Non-Votes | 224,936 |
Item 9.01 Financial Statements and Exhibits.
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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 | |
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Dated: April 30, 2024 | By: | /s/ Mark A. Hughes |
Mark A. Hughes | ||
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| Treasurer and Chief Financial Officer |
Document and Entity Information |
Apr. 25, 2024 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Apr. 25, 2024 |
| Entity File Number | 0-16084 |
| Entity Registrant Name | Citizens & Northern Corporation |
| Entity Incorporation, State or Country Code | PA |
| Entity Tax Identification Number | 23-2451943 |
| Entity Address, Address Line One | 90-92 Main Street |
| Entity Address, City or Town | Wellsboro |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 16901 |
| City Area Code | 570 |
| Local Phone Number | 724-3411 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $1.0 per share |
| Trading Symbol | CZNC |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0000810958 |
| Amendment Flag | false |