Citizens & Northern Corp. Announces Annual Meeting of Shareholders on April 25, 2024

TL;DR

<b>Citizens & Northern Corporation will hold its virtual Annual Meeting of Shareholders on April 25, 2024, to elect directors, approve executive compensation, and ratify auditor appointment.</b>

AI Summary

CITIZENS & NORTHERN CORP (CZNC) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. Annual meeting of shareholders for Citizens & Northern Corporation will be held virtually on April 25, 2024. Shareholders will vote on the election of four Class I directors for a three-year term. An advisory resolution to approve compensation for Named Executive Officers will be considered. The appointment of Baker Tilly US, LLP as the independent registered public accounting firm for 2024 will be ratified. The Board of Directors recommends voting 'FOR' director nominees, executive compensation approval, and auditor ratification.

Why It Matters

For investors and stakeholders tracking CITIZENS & NORTHERN CORP, this filing contains several important signals. This filing is a definitive proxy statement, indicating it contains detailed information for shareholders to make informed voting decisions. The meeting's virtual format suggests a move towards modern shareholder engagement, potentially increasing accessibility but requiring digital participation.

Risk Assessment

Risk Level: low — CITIZENS & NORTHERN CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational concerns indicated.

Analyst Insight

Shareholders should review the proxy materials to understand director nominees, executive compensation details, and the auditor ratification before the April 25, 2024 meeting.

Key Numbers

• 4 — Class I directors (To be elected at the annual meeting)
• 3 — years (Term for elected directors)
• 2024 — Fiscal year end (Independent auditor appointment for the year ending December 31, 2024)

Key Players & Entities

• CITIZENS & NORTHERN CORP (company) — Registrant name
• Baker Tilly US, LLP (company) — Independent registered public accounting firm
• April 25, 2024 (date) — Annual Meeting date
• 2:00 P.M. (time) — Annual Meeting time

FAQ

Industry Context

Citizens & Northern Corporation operates within the commercial banking sector, as indicated by its SIC code 6022.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs proxy solicitations.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Examine the Compensation Discussion and Analysis for executive compensation details.
3. Confirm the ratification of Baker Tilly US, LLP as the independent auditor for 2024.

Key Dates

• 2024-04-25: Annual Meeting of Shareholders — Election of directors, approval of executive compensation, and ratification of independent auditor.

Year-Over-Year Comparison

This is the initial filing for the 2024 proxy statement, providing details for the upcoming annual meeting.

Filing Documents

• tm242822d2_def14a.htm (DEF 14A) — 1353KB
• tm242822d1_def-14asp1img001.jpg (GRAPHIC) — 4KB
• tm242822d1_def-14asp1img002.jpg (GRAPHIC) — 7KB
• tm242822d1_def-14asp2img001.jpg (GRAPHIC) — 55KB
• tm242822d1_def-14asp3img001.jpg (GRAPHIC) — 46KB
• tm242822d1_def-14asp3img002.jpg (GRAPHIC) — 46KB
• tm242822d1_def-14asp3img003.jpg (GRAPHIC) — 179KB
• tm242822d1_def-14asp3img004.jpg (GRAPHIC) — 97KB
• tm242822d1_def-14asp3img005.jpg (GRAPHIC) — 164KB
• tm242822d1_def-14asp3img006.jpg (GRAPHIC) — 212KB
• 0001104659-24-034923.txt (&nbsp;) — 5195KB
• cznc-20231231.xsd (EX-101.SCH) — 15KB
• cznc-20231231_def.xml (EX-101.DEF) — 7KB
• cznc-20231231_lab.xml (EX-101.LAB) — 64KB
• cznc-20231231_pre.xml (EX-101.PRE) — 21KB
• tm242822d2_def14a_htm.xml (XML) — 620KB

Executive Compensation Tables

Executive Compensation Tables 30-34 Summary Compensation Table Grants of Plan-Based Awards Outstanding Equity Awards at Fiscal Year-End Option Exercises and Stock Vested Pension Benefits CEO Pay Ratio 34 Pay Versus Performance 35-40 Pay Versus Performance Compensation Actually Paid vs. CZNC and Peer Group Total Shareholder Return Compensation Actually Paid vs. Net Income Compensation Actually Paid vs. Core Return on Average Equity Employment Agreements 40-42 Change in Control Agreement 42 Potential Payments Upon Termination or Change in Control 42-43 Indemnification Agreements 43-44 Compensation of Directors 44-45 Director Summary Compensation Table Director Fees Stock Incentive Plans Proposal 2 – Advisory Non-Binding Vote on Executive Compensation 45-46 Proposal 3 – Ratification of Independent Registered Public Accounting Firm 46 Fees of Independent Registered Public Accounting Firm 46 Audit Committee Report 47 Annual Report on Form 10-K 47 Other Matters 47 - 4 - 90-92 Main Street Wellsboro, Pennsylvania 16901 PROXY STATEMENT Annual Meeting of Shareholders – April 25, 2024 Annual Meeting Information This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Citizens & Northern Corporation (the "Corporation") to be used at the Annual Meeting of Shareholders of the Corporation to be held on Thursday, April 25, 2024, at 2:00 P.M., in a virtual meeting format only with no physical location, and at any adjournments or postponements thereof. This proxy statement was first made available to shareholders on March 15, 2024. Who is entitled to vote? Shareholders owning Corporation common stock on February 6, 2024 are entitled to vote at the Annual Meeting or any adjournment or postponement of the meeting. Each shareholder has one vote per share on all matters to be voted on. On February 6, 2024, there were 15,338,420 shares of Corporation common

View Full Filing

View this DEF 14A filing on SEC EDGAR