{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-23-011337","form_type":"8-K","ticker":"CIZN","cik":"0001075706","company_name":"CITIZENS HOLDING CO /MS/","filed_at":"2023-04-27T23:59:59+00:00","discovered_at":"2026-05-14T18:03:37.868254+00:00","generated_at":"2026-06-16T08:03:58.505950+00:00","sec_items":["5.07","8.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.1,"calibrated_materiality_score":0.1,"confidence":"high","headline":"Citizens Holding elects four directors; say-on-pay passes with 92% support, auditor ratified","bullets":["Four Class III directors elected (Crosswhite, Dungan, Mars, Webb) to terms expiring 2026, each with over 94% of votes cast.","Say-on-pay advisory vote passed with 92.2% support (3,076,993 for, 91,804 against).","Shareholders selected annual frequency for say-on-pay votes (2,985,067 for every year).","Ratification of independent auditor approved by 99.3% of votes cast (4,371,719 for)."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-23-011337","json":"https://secwatch.observer/filing/0001437749-23-011337.json","markdown":"https://secwatch.observer/filing/0001437749-23-011337.md","text":"https://secwatch.observer/filing/0001437749-23-011337.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1075706/000143774923011337/0001437749-23-011337-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1075706/000143774923011337/cizn20230427d_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T08:03:58.505950+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":"0752a2861cff73a0e8c78ec8b0a50c414ff54c7a","claim":"CITIZENS HOLDING CO /MS/ shareholders approved Advisory (non-binding) vote on the frequency of the vote on our executive officer compensation at the 2023-04-25 meeting.","evidence_excerpt":"The third proposal was to conduct an advisory (non-binding) vote on the frequency of the vote on our executive officer compensation. The votes for the proposal were: Votes For Every Year Votes For Every 2 Years Votes For Every 3 Years Votes Abstain Broker Non-vote 2,985,067 132,992 57,630 163,318 1,086,088","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1075706/000143774923011337/0001437749-23-011337-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-25"}],"fact_type":"shareholder_vote"},{"claim_id":"21b9d8bd97fd38dde67e34f94a03a6a537e57747","claim":"CITIZENS HOLDING CO /MS/ shareholders approved Election of four Class III directors to a three-year term expiring in 2026 at the 2023-04-25 meeting.","evidence_excerpt":"The first proposal concerned the election of four Class III directors to a three-year term expiring in 2026. The votes for each nominee were: Votes For Votes Withheld Broker Non-vote Jane D. Crosswhite 3,318,704 20,303 1,086,088 Craig Dungan, MD 3,182,491 156,516 1,086,088 Daniel Adam Mars 3,166,832 172,175 1,086,088 David P. Webb 3,171,700 167,307 1,086,088","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1075706/000143774923011337/0001437749-23-011337-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-25"}],"fact_type":"shareholder_vote"},{"claim_id":"51aa91fa9c9cc5681c78c6b8fe3cc869f5485358","claim":"CITIZENS HOLDING CO /MS/ shareholders approved Ratify the approval by our Board of Directors of our independent registered public accounting firm for the 2023 fiscal year at the 2023-04-25 meeting.","evidence_excerpt":"Finally, the fourth proposal was to ratify the approval by our Board of Directors of our independent registered public accounting firm for the 2023 fiscal year. The votes for the proposal were: Votes For Votes Against Votes Abstain Broker Non-vote 4,371,719 31,492 21,884 -","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1075706/000143774923011337/0001437749-23-011337-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-25"}],"fact_type":"shareholder_vote"},{"claim_id":"e7f910fb208cf29608ea24bcce7a7204371eb489","claim":"CITIZENS HOLDING CO /MS/ shareholders approved Advisory (non-binding) vote on the compensation paid to our executive officers at the 2023-04-25 meeting.","evidence_excerpt":"The second proposal was to conduct an advisory (non-binding) vote on the compensation paid to our executive officers. The votes for the proposal were: Votes For Votes Against Votes Abstain Broker Non-vote 3,076,993 91,804 170,210 1,086,088","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1075706/000143774923011337/0001437749-23-011337-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-25"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}