Citizens & Northern Corp. Enters Material Definitive Agreement

TL;DR

CNB just signed a big deal, filing 8-K today.

AI Summary

Citizens & Northern Corp. announced on May 22, 2024, that it entered into a material definitive agreement. The company, incorporated in Pennsylvania, filed this 8-K report with the SEC.

Why It Matters

This filing indicates a significant new contract or partnership for Citizens & Northern Corp., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can carry inherent risks related to the terms, execution, and potential impact on the company's financial health.

Key Players & Entities

• Citizens & Northern Corp. (company) — Registrant
• Pennsylvania (location) — State of incorporation
• May 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.00 — ch registered Common Stock, par value $1.00 per share CZNC Nasdaq Capital Marke

Filing Documents

• cznc-20240522x8k.htm (8-K) — 37KB
• cznc-20240522xex10d1.htm (EX-10.1) — 211KB
• 0001558370-24-008654.txt ( ) — 396KB
• cznc-20240522.xsd (EX-101.SCH) — 3KB
• cznc-20240522_lab.xml (EX-101.LAB) — 15KB
• cznc-20240522_pre.xml (EX-101.PRE) — 9KB
• cznc-20240522x8k_htm.xml (XML) — 5KB

01 Entry Into A Material Definitive Agreement

Item 1.01 Entry Into A Material Definitive Agreement In order to ensure a cooperative, effective and efficient leadership transition upon the intended retirement of current President and Chief Executive Officer J. Bradley Scovill (the "CEO") in 2027, on May 22, 2024, the Board of Directors of Citizens & Northern Corporation (the "Company") and Mr. Scovill entered into an amendment and restatement of the Employment Agreement, dated as of March 2, 2015, as previously amended (the "Agreement") between the Company and Mr. Scovill. . The term of the Agreement was extended through April 30, 2027, and the Board approved a special incentive award to the CEO of 20,000 shares of restricted stock, which will be awarded before July 30, 2024 and will vest on April 30, 2027, unless earlier vested in certain circumstances provided for in the amended agreement. In addition, the amended agreement provides that the CEO's current and future Company equity grants will continue to vest after the termination of his employment by the Company for any reason other than for Cause or by the CEO with Good Reason (in each case, as defined in his employment agreement), in the same amounts and at the same times as they would have vested had he remained employed, except that grants that have performance based vesting requirements will vest on a prorata basis, based on the number of days in the performance period during which the Executive was employed, and provided that the applicable performance criteria are met.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amended and Restated Employment Agreement for J. Bradley Scovill 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

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: May 28, 2024 By: /s/ Mark A. Hughes Mark A. Hughes Treasurer and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR