Citizens Community Bancorp 2025 AGM: Directors, pay & auditor all approved

Rhea-AI Filing Summary

Citizens Community Bancorp, Inc. (NASDAQ: CZWI) reported the results of its 17 June 2025 Annual Meeting on Form 8-K. Of the 9,989,536 eligible shares, approximately 70% were represented. All three Class III director nominees were elected: Stephen M. Bianchi received 91.5% of votes cast, while James D. Moll and Kathleen S. Skarvan received about 76.9% each, with 945,491 broker non-votes recorded for every nominee. Shareholders ratified Crowe LLP as independent auditor for FY 2025 with 98.4% support. The non-binding say-on-pay resolution passed with 88.5% approval. No other matters were presented, and there were no disclosures of financial performance, strategic transactions, or governance changes beyond routine voting outcomes.

Positive

• All management proposals approved, indicating general shareholder support for board and pay practices
• Auditor ratification passed with 98.4% support, suggesting confidence in financial reporting

Negative

• Approximately 23% of votes were withheld from two directors, reflecting moderate dissent that the board may need to address

Insights

Corporate Governance Expert

TL;DR: Routine AGM; all proposals passed, moderate dissent on two directors, no material impact expected.

Shareholder voting patterns are in line with regional bank peers. Support for auditor ratification (98.4%) and executive compensation (88.5%) suggests no widespread governance concerns. The c.23% withhold rate for directors Moll and Skarvan is elevated but not uncommon and unlikely to force immediate board action. Because no new strategic items or capital measures were introduced, the filing is largely procedural, signalling stability rather than a catalyst for valuation change.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  June 17, 2025

CITIZENS COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

001-33003						20-5120010
(Commission File Number)						(I.R.S. Employer Identification No.)

2174 EastRidge Center

Eau Claire, WI 54701

(Address and Zip Code of principal executive offices)

715-836-9994

(Registrant's telephone number, including area code)

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))

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $.01 par value per share			CZWI			NASDAQ Global Market

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

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.

On June 17, 2025, Citizens Community Bancorp, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 9,989,536 shares of common stock were eligible to vote at the Annual Meeting. The matters voted on at the Annual Meeting were as follows:

1.    Proposal 1: Election of Directors:

Stephen M. Bianchi, James D. Moll and Kathleen S. Skarvan were elected directors of the Company. The results of the vote were as follows:

Name						Votes For						Votes Withheld						Broker Non-Votes
Stephen M. Bianchi						6,022,560						561,375						945,491
James D. Moll						5,062,992						1,520,943						945,491
Kathleen S. Skarvan						5,052,105						1,531,830						945,491

2.    Proposal 2: Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm:

The Stockholders approved the proposal to ratify the appointment by the Company's Audit Committee of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
7,408,134						105,697						15,595						—

3.    Proposal 3: Advisory (non-binding) vote on the executive compensation of the Company's named executive officers:

The Stockholders approved the advisory (non-binding) proposal regarding the compensation of the Company's named executive officers as disclosed in the Proxy Statement for the Annual Meeting. The results of the vote were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
6,000,132						292,686						291,117						945,491

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS COMMUNITY BANCORP, INC.

Date: June 23, 2025

By:

/s/ James S. Broucek

James S. Broucek

Chief Financial Officer

FAQ

What was the outcome of Citizens Community Bancorp's 2025 director elections (CZWI)?

Stephen M. Bianchi received 6,022,560 votes; James D. Moll 5,062,992; Kathleen S. Skarvan 5,052,105. All were elected.

How did shareholders vote on the CZWI 2025 say-on-pay proposal?

The advisory compensation vote passed with 6,000,132 FOR versus 292,686 AGAINST and 291,117 abstentions.

Was the auditor for Citizens Community Bancorp re-appointed in 2025?

Yes. Crowe LLP was ratified with 7,408,134 FOR, 105,697 AGAINST, and 15,595 abstentions.

How many CZWI shares were eligible and represented at the 2025 AGM?

9,989,536 shares were eligible; about 70% were voted across proposals.

Did the 2025 Form 8-K disclose any new financial results for CZWI?

No. The filing was limited to shareholder voting outcomes; it contained no earnings or transaction data.