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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
|
| |||
(State or other jurisdiction of incorporation) | (Commission | (IRS Employer | ||
(Address of principal executive offices) | (Zip Code) |
(
Registrant’s telephone number, including area code
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
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 24, 2025. The Board of Directors fixed the close of business on February 5, 2025 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 15,467,390 shares of Common Stock with three issues proposed for vote by the shareholders. A total of 10,206,753 shares of Common Stock were present or represented by proxy at the meeting. This represented approximately 66% of the Corporation’s outstanding Common Stock.
Proposal I - Election of Class II Directors
Voting for the Class II Directors elected to serve for a term of three years is summarized as follows:
Susan E. Hartley
Total Votes in Favor |
| 6,339,366 |
Total Votes Withheld / Against | 789,051 | |
Broker Non-Votes | 3,078,336 |
Leo F. Lambert
Total Votes in Favor |
| 6,769,336 |
Total Votes Withheld / Against | 359,081 | |
Broker Non-Votes | 3,078,336 |
Helen S. Santiago
Total Votes in Favor |
| 6,914,154 |
Total Votes Withheld / Against | 214,263 | |
Broker Non-Votes | 3,078,336 |
Katherine W. Shattuck
Total Votes in Favor |
| 6,422,461 |
Total Votes Withheld / Against | 705,956 | |
Broker Non-Votes | 3,078,336 |
Proposal II – Approval and Adoption of the 2024 Compensation of the Named Executive Officers
Voting on the requested approval and adoption of the 2024 compensation of the named executive officers as disclosed in the proxy statement was as follows:
Total Votes in Favor |
| 4,925,878 |
Total Votes Against | 2,023,566 | |
Total Abstained | 178,973 | |
Broker Non-Votes | 3,078,336 |
Proposal III – Ratification of the appointment of the firm of Crowe LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2025.
Voting on the requested ratification of the appointment of the firm of Crowe LLP as independent auditors of the Corporation was as follows:
Total Votes in Favor |
| 10,066,225 |
Total Votes Against | 93,438 | |
Total Abstained | 47,090 | |
Broker Non-Votes | 0 |
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 | |
|
|
|
Dated: April 28, 2025 | By: | /s/ Mark A. Hughes |
Mark A. Hughes | ||
|
| Treasurer and Chief Financial Officer |