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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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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) 5/20/2015
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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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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.
As noted in Item 5.07 below, at the 2015 Annual Meeting of Shareholders (the "Annual Meeting") of Citizens First Corporation, a Kentucky corporation (the "Company") held on May 20, 2015, the Company's shareholders approved the Citizens First Corporation 2015 Incentive Compensation Plan (the "2015 Plan"), which permits awards to current and prospective employees and directors in the form of stock options, stock appreciation rights, shares, restricted shares, restricted share units, performance shares, performance share units, or any combination thereof. A summary of the material terms of the 2015 Plan is set forth on pages 17 to 21 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2015 (the "Proxy Statement"), and is incorporated herein by reference. That summary is qualified in its entirety by reference to the text of the 2015 Plan, which is filed as Appendix I to the Proxy Statement and is incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The annual meeting of shareholders of the Company was held on May 20, 2015. The following directors were elected to three year terms, ending in 2018, with the vote totals as shown:
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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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James R. Hilliard
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1,045,455
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29,637
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581,726
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M.Todd Kanipe
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1,046,455
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28,637
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581,726
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Kevin Vance
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1,029,854
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45,238
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581,726
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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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Steve Marcum
Steve Newberry
Jack Sheidler
John Taylor
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2016
2016
2016
2016
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Barry D. Bray
Sarah Glenn Grise
Chris B. Guthrie
Amy Milliken
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2017
2017
2017
2017
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The following vote totals were received on the ratification of Crowe Horwath, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015:
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Votes For
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1,653,572
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Votes Against
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111
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Votes Abstained
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3,135
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Broker Non-votes
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0
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2
The following vote totals were received on the advisory vote on executive compensation:
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Votes For
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985,678
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Votes Against
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19,163
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Votes Abstained
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70,251
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Broker Non-votes
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581,726
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The following vote totals were received on the 2015 Incentive Compensation Plan.
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Votes For
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998,219
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Votes Against
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47,223
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Votes Abstained
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29,650
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Broker Non-votes
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581,726
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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: June 22, 2015
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