---
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"
generated_at: "2026-06-16T08:03:58.505950+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Citizens Holding elects four directors; say-on-pay passes with 92% support, auditor ratified

## Summary
- 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).

## SEC filing metadata
- 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
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07, 8.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-011337
- JSON: https://secwatch.observer/filing/0001437749-23-011337.json
- Plain text: https://secwatch.observer/filing/0001437749-23-011337.txt

## Key facts
- Shareholder Votes
  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.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-25
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1075706/000143774923011337/0001437749-23-011337-index.htm
- Shareholder Votes
  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.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-25
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1075706/000143774923011337/0001437749-23-011337-index.htm
- Shareholder Votes
  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.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-25
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1075706/000143774923011337/0001437749-23-011337-index.htm
- Shareholder Votes
  CITIZENS HOLDING CO /MS/ shareholders approved Advisory (non-binding) vote on the compensation paid to our executive officers at the 2023-04-25 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-25
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1075706/000143774923011337/0001437749-23-011337-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.