{"schema_version":"secwatch.filing_event.v1","accession":"0000810958-23-000008","form_type":"8-K","ticker":"CZNC","cik":"0000810958","company_name":"CITIZENS & NORTHERN CORP","filed_at":"2023-04-24T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.322866+00:00","generated_at":"2026-06-16T20:23:50.982099+00:00","sec_items":["5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Shareholders elect Dorwart, Scovill, Singer as directors; equity plan approved","bullets":["Class III directors elected: Dorwart (7.1M for), Scovill (7.1M for), Singer (6.7M for) with 3.45M broker non-votes each.","Advisory say-on-pay passed with 6.3M for vs 0.9M against; 1-year frequency selected with 6.4M votes.","2023 Equity Incentive Plan approved: 6.9M for, 0.4M against.","Baker Tilly ratified as auditor with 10.5M for, 0.2M against; ~10.9M shares voted, ~70% turnout."],"urls":{"canonical":"https://secwatch.observer/filing/0000810958-23-000008","json":"https://secwatch.observer/filing/0000810958-23-000008.json","markdown":"https://secwatch.observer/filing/0000810958-23-000008.md","text":"https://secwatch.observer/filing/0000810958-23-000008.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/810958/000081095823000008/0000810958-23-000008-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/810958/000081095823000008/cznc-20230420x8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T20:23:50.982099+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0396f286feb9bbff2638f8b0b586ac64d3a229b8","claim":"CITIZENS & NORTHERN CORP shareholders approved Approval and Adoption of the frequency of the advisory vote on the Compensation of the Named Executive Officers as Disclosed in the Proxy Statement at the 2023-04-20 meeting.","evidence_excerpt":"Proposal III – Approval and Adoption of the frequency of the advisory vote on the Compensation of the Named Executive Officers as Disclosed in the Proxy Statement ​ Voting on the frequency of the advisory vote on the compensation of the Named Executive Officers as disclosed in the proxy statement was as follows: ​ Total Votes in Favor of 1 Year 6,390,245 Total Votes in Favor of 2 Years 216,285 Total Votes in Favor of 3 Years 633,815 Total Abstained ​ 201,799 Broker Non-Votes ​ 3,452,465","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000081095823000008/0000810958-23-000008-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-20"}],"fact_type":"shareholder_vote"},{"claim_id":"258284f2663704877865f4b5469e9cee1533c38c","claim":"CITIZENS & NORTHERN CORP shareholders approved Approval and Adoption of the Citizens & Northern Corporation 2023 Equity Incentive Plan at the 2023-04-20 meeting.","evidence_excerpt":"Proposal IV – Approval and Adoption of the Citizens & Northern Corporaton 2023 Equity Incentive Plan ​ Voting on the requested approval and adoption of the Citizens & Northern Corporation 2023 Equity Incentive Plan was as follows: ​ Total Votes in Favor 6,855,613 Total Votes Against ​ 439,811 Total Abstained ​ 146,720 Broker Non-Votes ​ 3,452,465","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000081095823000008/0000810958-23-000008-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-20"}],"fact_type":"shareholder_vote"},{"claim_id":"5f901c93801088517618a9c8931116463f354ce6","claim":"CITIZENS & NORTHERN CORP shareholders approved Election of Class III Directors at the 2023-04-20 meeting.","evidence_excerpt":"Proposal I - Election of Class III Directors ​ Voting for the Class III Directors elected to serve for a term of three years is summarized as follows: ​ Stephen M. Dorwart Total Votes in Favor 7,145,400 Total Votes Withheld / Against ​ 296,748 Broker Non-Votes ​ 3,452,461 ​ J. Bradley Scovill Total Votes in Favor 7,147,173 Total Votes Withheld / Against ​ 294,975 Broker Non-Votes ​ 3,452,462 ​ Aaron K. Singer Total Votes in Favor 6,696,042 Total Votes Withheld / Against ​ 746,105 Broker Non-Votes ​ 3,452,462","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000081095823000008/0000810958-23-000008-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-20"}],"fact_type":"shareholder_vote"},{"claim_id":"8f4c500db6d73de593dacda98cf42ae601819596","claim":"CITIZENS & NORTHERN CORP shareholders approved Approval and Adoption of the 2022 Compensation of the Named Executive Officers as Disclosed in the Proxy Statement at the 2023-04-20 meeting.","evidence_excerpt":"Proposal II – Approval and Adoption of the 2022 Compensation of the Named Executive Officers as Disclosed in the Proxy Statement ​ Voting on the requested approval and adoption of the 2022 compensation of the named executive officers as disclosed in the proxy statement was as follows: ​ Total Votes in Favor 6,305,211 Total Votes Against ​ 911,377 Total Abstained ​ 225,556 Broker Non-Votes ​ 3,452,465","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000081095823000008/0000810958-23-000008-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-20"}],"fact_type":"shareholder_vote"},{"claim_id":"9279d7f23cd59618769233c02d4131f8d937aa6e","claim":"CITIZENS & NORTHERN CORP shareholders approved Ratification of the appointment of Baker Tilly US, LLP as independent registered public accounting firm for the year ending December 31, 2023 at the 2023-04-20 meeting.","evidence_excerpt":"Proposal V – 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, 2023 ​ 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 10,542,533 Total Votes Against ​ 222,737 Total Abstained ​ 129,334 Broker Non-Votes ​ 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000081095823000008/0000810958-23-000008-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-20"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}