Citizens & Northern (CZNC) investors approve directors, 2025 pay and Crowe LLP

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Citizens & Northern Corporation reported results from its virtual Annual Meeting of Shareholders held on April 23, 2026. Shareholders of record on February 25, 2026, holding 17,910,243 common shares, were eligible to vote, and 12,361,322 shares were present or represented by proxy, about 69% of shares outstanding.

Shareholders elected Class III directors Stephen M. Dorwart, J. Bradley Scovill and Aaron K. Singer, and Class II director Christian C. Trate, each for three‑year terms. All received more votes in favor than withheld or against, with additional broker non-votes reported.

Shareholders also approved the 2025 compensation of the named executive officers, with 7,696,638 votes in favor versus 1,012,603 against and 126,853 abstentions, plus broker non-votes. They further ratified the appointment of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026, with 12,276,726 votes in favor, 56,558 against and 28,038 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding on record date: 17,910,243 shares Shares represented at meeting: 12,361,322 shares Say-on-pay votes for: 7,696,638 votes +5 more

8 metrics

Shares outstanding on record date 17,910,243 shares Common stock entitled to vote as of February 25, 2026

Shares represented at meeting 12,361,322 shares Common stock present or by proxy, about 69% of outstanding

Say-on-pay votes for 7,696,638 votes Approval of 2025 compensation of named executive officers

Say-on-pay votes against 1,012,603 votes Opposition to 2025 compensation of named executive officers

Auditor ratification votes for 12,276,726 votes Ratification of Crowe LLP for year ending December 31, 2026

Auditor ratification votes against 56,558 votes Opposition to Crowe LLP appointment

Broker non-votes on director items 3,525,228 votes Broker non-votes reported on director and say-on-pay proposals

Meeting quorum percentage 69% Portion of outstanding common stock represented at meeting

Key Terms

Annual Meeting of Shareholders, record date, Broker Non-Votes, named executive officers, +1 more

5 terms

Annual Meeting of Shareholders financial

"The Annual Meeting of Shareholders of Citizens & Northern Corporation was held virtually"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

record date financial

"The Board of Directors fixed the close of business on February 25, 2026 as the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Broker Non-Votes financial

"Total Votes Withheld / Against | 209,709 Broker Non-Votes | 3,525,228"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officers financial

"Approval and Adoption of the 2025 Compensation of the Named Executive Officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

04/28/2026 - 02:11 PM

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

April 23, 2026

Date of Report (Date of earliest event reported)

Citizens & Northern Corporation

(Exact name of registrant as specified in its charter)


Pennsylvania	0-16084	23-2451943
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Ident. No.)

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

(570) 724-3411

Registrant’s telephone number, including area code

N/A

(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	CZNC	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of Citizens & Northern Corporation was held virtually on Thursday, April 23, 2026. The Board of Directors fixed the close of business on February 25, 2026 as the record date for the determination of shareholders 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 17,910,243 shares of Common Stock with three issues proposed for vote by the shareholders. A total of 12,361,322 shares of Common Stock were present or represented by proxy at the meeting. This represented approximately 69% of the Corporation’s outstanding Common Stock.

Proposal I - Election of Class III and II Directors

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

Stephen M. Dorwart

3
Total Votes in Favor		8,626,385
Total Votes Withheld / Against		209,709
Broker Non-Votes		3,525,228

J. Bradley Scovill


Total Votes in Favor		8,669,729
Total Votes Withheld / Against		166,365
Broker Non-Votes		3,525,228

Aaron K. Singer


Total Votes in Favor		7,858,120
Total Votes Withheld / Against		977,973
Broker Non-Votes		3,525,228

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

Christian C. Trate


Total Votes in Favor		8,672,556
Total Votes Withheld / Against		163,538
Broker Non-Votes		3,525,228

Proposal II – Approval and Adoption of the 2025 Compensation of the Named Executive Officers

Voting on the requested approval and adoption of the 2025 compensation of the named executive officers as disclosed in the proxy statement was as follows:


Total Votes in Favor		7,696,638
Total Votes Against		1,012,603
Total Abstained		126,853
Broker Non-Votes		3,525,228

Proposal III – Ratification of the appointment of the firm of Crowe LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026.

Voting on the requested ratification of the appointment of the firm of Crowe LLP as independent auditors of the Corporation was as follows:

Total Votes in Favor		12,276,726
Total Votes Against		56,558
Total Abstained		28,038
Broker Non-Votes		0

Item 9.01 Financial Statements and Exhibits.


104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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.

6
	CITIZENS & NORTHERN CORPORATION

Dated: April 28, 2026	By:	/s/ Mark A. Hughes
		Mark A. Hughes
		Treasurer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Citizens & Northern (CZNC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing Class III and Class II directors, approving 2025 compensation of named executive officers, and ratifying Crowe LLP as independent auditors for the year ending December 31, 2026. All three proposals received the needed shareholder support.

How many Citizens & Northern (CZNC) shares were eligible and voted at the 2026 meeting?

On the February 25, 2026 record date, 17,910,243 common shares were outstanding and entitled to vote. At the virtual meeting, 12,361,322 shares were present or represented by proxy, representing approximately 69% of the company’s outstanding common stock for voting purposes.

Were Citizens & Northern (CZNC) directors re-elected at the 2026 annual meeting?

Yes. Shareholders elected Class III directors Stephen M. Dorwart, J. Bradley Scovill and Aaron K. Singer, and Class II director Christian C. Trate, each to three-year terms. In every case, votes cast in favor exceeded votes withheld or against, with additional broker non-votes recorded.

Did Citizens & Northern (CZNC) shareholders approve 2025 executive compensation?

Yes. The advisory vote on 2025 compensation of named executive officers received 7,696,638 votes in favor, 1,012,603 votes against and 126,853 abstentions, plus 3,525,228 broker non-votes. These results indicate shareholder approval of the company’s disclosed 2025 executive pay program.

Which audit firm did Citizens & Northern (CZNC) shareholders ratify for 2026?

Shareholders ratified Crowe LLP as the corporation’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 12,276,726 votes in favor, 56,558 votes against and 28,038 abstentions, with no broker non-votes reported on this proposal.

Filing Exhibits & Attachments

3 documents