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EX-99.1 - EXHIBIT 99.1 - CITIZENS & NORTHERN CORPv408262_ex99-1.htm

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): April 23, 2015

 

 

CITIZENS & NORTHERN CORPORATION

(Exact name of registrant as specified in its charter)

 

PENNSYLVANIA

(State or other jurisdiction of incorporation)

 

 

000-16084 23-2951943
(Commission file number)  (IRS employer ID)

 

 

90-92 Main Street, Wellsboro Pennsylvania 16901
(Address of principal executive office) (Zip Code)

 

 

Registrant's telephone number, including area code - (570) 724-3411

 

 

N/A

(Former name, address and fiscal year, 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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ 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 of a Vote of Security Holders

 

The Annual Meeting of Shareholders of Citizens & Northern Corporation was held on Thursday, April 23, 2015. The Board of Directors fixed the close of business on February 20, 2015 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment thereof. On this record date, there were outstanding and entitled to vote 12,263,027 shares of Common Stock with two issues proposed for vote by the stockholders. A total of 8,789,200 shares of Common Stock were present or represented by proxy at the meeting. This represented approximately 72% of the Corporation’s outstanding Common Stock.

 

Proposal I- Election of Class I Directors

 

Voting for the Class I Directors elected to serve for a term of three years is summarized as follows:

 

Edward H. Owlett, III    
Total Votes in Favor   4,707,083 
Total Votes Withheld / Against   1,220,328 
Broker Non-Votes   2,861,789 
      
James E. Towner     
Total Votes in Favor   5,085,352 
Total Votes Withheld / Against   842,059 
Broker Non-Votes   2,861,789 
      

 

Proposal II – Ratification and Approval of the appointment of the firm of Baker Tilly Virchow Krause, LLP as independent auditors of the Corporation.

 

Voting on the requested ratification and approval of the appointment of the firm of Baker Tilly Virchow Krause, LLP as independent auditors of the Corporation was as follows:

Total Votes in Favor   8,605,786 
Total Votes Against   77,779 
Total Abstained   105,635 
Broker Non-Votes   0 

 

Item 8.01. Other Events

 

On April 24, 2015 Citizens & Northern Corporation (the “Company”) issued a press release announcing that the Company’s Board of Directors has declared a dividend on its common stock of $0.26 per share, payable May 15, 2015 to shareholders of record as of May 4, 2015. Declaration of the dividend was made at the April 23, 2015 meeting of the Corporation’s Board of Directors. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits  
     
  Exhibit No. Description
  99.1 Press release dated April 24, 2015.

 

 
 

 

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 thereunto duly authorized.

 

  Citizens & Northern Corporation
     
     
     
Date:  April 24, 2015 By:  /s/ Mark A. Hughes
        Mark A. Hughes, Treasurer