--- 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" generated_at: "2026-06-16T20:23:50.982099+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Shareholders elect Dorwart, Scovill, Singer as directors; equity plan approved ## Summary - 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. ## SEC filing metadata - 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 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000810958-23-000008 - JSON: https://secwatch.observer/filing/0000810958-23-000008.json - Plain text: https://secwatch.observer/filing/0000810958-23-000008.txt ## Key facts - Shareholder Votes 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. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-04-20 source text: 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_url: https://www.sec.gov/Archives/edgar/data/810958/000081095823000008/0000810958-23-000008-index.htm - Shareholder Votes CITIZENS & NORTHERN CORP shareholders approved Approval and Adoption of the Citizens & Northern Corporation 2023 Equity Incentive Plan at the 2023-04-20 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-04-20 source text: 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_url: https://www.sec.gov/Archives/edgar/data/810958/000081095823000008/0000810958-23-000008-index.htm - Shareholder Votes CITIZENS & NORTHERN CORP shareholders approved Election of Class III Directors at the 2023-04-20 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-20 source text: 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_url: https://www.sec.gov/Archives/edgar/data/810958/000081095823000008/0000810958-23-000008-index.htm - Shareholder Votes 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. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-20 source text: 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_url: https://www.sec.gov/Archives/edgar/data/810958/000081095823000008/0000810958-23-000008-index.htm - Shareholder Votes 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. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-20 source text: 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_url: https://www.sec.gov/Archives/edgar/data/810958/000081095823000008/0000810958-23-000008-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.