UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported)  May 24, 2013

 

Citizens Bancshares Corporation

(Exact name of registrant as specified in its charter)

 

Georgia

(State or other jurisdiction of incorporation)

 

333-38509

 

58-1631302

(Commission File Number)

 

(IRS Employer Identification No.)

 

75 Piedmont Avenue, NE, Atlanta, Georgia, USA

 

30303

(Address of principal executive offices)

 

(Zip Code)

 

(404) 659-5959

(Registrant’s telephone number, including area code)

 

 

(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 (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07   Submission of Matters to a Vote of Security Holders

 

The annual meeting of shareholders of Citizens Bancshares Corporation (the “Company”) was held on May 22, 2013 (the “Annual Meeting”).  Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.  The matters listed below were submitted to a vote of the Company’s shareholders and the final voting results were as follows:

 

Votes on the election of four (4) Class II directors for a three-year term expiring in 2016 were as follows:

 

Name

 

For

 

Withheld

 

Abstentions

 

Broker
Non-Votes

 

Robert L. Brown, Jr.

 

1,104,313.08

 

10,676

 

 

461,420

 

C. David Moody, Jr.

 

1,103,831.08

 

11,158

 

 

461,420

 

Mercy P. Owens

 

1,089,101.08

 

25,888

 

 

461,420

 

James E. Williams

 

1,093,311.08

 

21,678

 

 

461,420

 

 

Votes on the proposal to ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2013 were as follows:

 

For

 

Against

 

Abstentions

 

Broker
Non-Votes

 

1,554,140.88

 

5,036.20

 

17,232

 

 

 

Votes on the proposal to approve a non-binding resolution regarding the compensation of the Company’s executive officers named in the Summary Compensation Table of the Company’s Proxy Statement for the Annual Meeting were as follows*:

 

For

 

Against

 

Abstentions

 

Broker
Non-Votes

 

1,052,094.38

 

54,598.20

 

8,296.50

 

461,420

 

 


* The Company must include the non-binding resolution in its proxy statement each year as long as it is participating in the U.S. Treasury TARP CDCI Program.

 

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 BANCSHARES CORPORATION

 

 

 

 

Dated: May 24, 2013

By:

/s/Cynthia N. Day

 

 

 Cynthia N. Day

 

 

 President & CEO

 

2