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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) 5/14/2014
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CITIZENS FIRST CORPORATION
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(Exact name of registrant as specified in its charter)
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Kentucky 333-67435 61-0912615
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1065 Ashley Street, Bowling Green, Kentucky 42103
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code (270) 393-0700
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Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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1
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The annual meeting of shareholders of Citizens First Corporation (the “Company”) was held on May 14, 2014. At the annual meeting, Barry Bray, Sarah Glenn Grise, Chris Guthrie and Amy Milliken were elected as Class II directors to serve for a term of three years and until their successors are duly elected and qualified. In addition, at the annual meeting, the shareholders (i) approved, on a non-binding, advisory basis the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, (ii) approved, on a non-binding, advisory basis, one year as the frequency with which the Company should hold future non-binding, advisory votes on the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
Each director was elected by the following tabulation:
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Broker
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Votes for
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Votes withheld
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Non-votes
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Votes abstained
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Barry Bray
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1,080,693
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2,257
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583,925
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0
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Sarah Glenn Grise
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1,075,777
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7,173
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583,925
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0
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Chris Guthrie
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1,040,728
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42,222
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583,925
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0
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Amy Milliken
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1,056,932
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26,018
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583,925
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0
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The terms of office of the following directors of the Company continued after the Annual Meeting:
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Name
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Term Expires In
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James R. Hilliard
M. Todd Kanipe
Kevin Vance
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2015
2015
2015
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Steve Marcum
Steve Newberry
Jack Sheidler
John Taylor
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2016
2016
2016
2016
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The ratification of the appointment of Crowe Horwath, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved by the following tabulation:
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Votes For
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1,662,930
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Votes Against
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500
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Votes Abstained
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2,068
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Broker Non-votes
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1,377
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2
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The non-binding advisory vote on the compensation of the Company’s named executive officers was approved by the following tabulation:
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Votes For
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1,056,738
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Votes Against
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5,333
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Votes Abstained
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20,879
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Broker Non-votes
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583,925
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The non-binding, advisory vote on the frequency with which the Company should hold future non-binding, advisory votes on the compensation of the Company’s named executive officers received the following votes:
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One Year
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1,042,277
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Two Years
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0
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Three Years
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26,213
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Abstained
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14,460
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Broker Non-votes
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583,925
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3
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SIGNATURES
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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.
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CITIZENS FIRST CORPORATION
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(Registrant)
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By: /s/ M. Todd Kanipe
M. Todd Kanipe
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President and Chief Executive Officer
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Date: May 16, 2014
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