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
Date of Report (Date of earliest event reported): March 8, 2022
COMMISSION FILE NUMBER: 000-16509
CITIZENS, INC.
(Exact name of registrant as specified in its charter)
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| Colorado | | 84-0755371 |
| (State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
11815 Alterra Pkwy, Suite 1500, Austin, TX 78758
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number: (512) 837-7100
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:
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| ☐ | 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:
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| Class A Common Stock | CIA | New York Stock Exchange |
| (Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) |
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). ☐
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 2.02 Results of Operations and Financial Conditions
On March 11, 2022, Citizens, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the quarter and year ended December 31, 2021. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure
On March 8, 2022, the Company revised its Corporate Governance Guidelines to add the following governance policies:
1.Director ownership guidelines requiring directors to own Company Class A common stock equal to at least 2.5 times the annual cash retainer;
2.Director Resignation Policy requiring directors to submit their resignation to the Board of Directors ("Board") for consideration if, in an uncontested election, they receive more “withhold” votes than “for” votes; and
3.Additional Board refreshment criteria that requires:
•mandatory retirement at age 75 (directors as of June 1, 2022 grandfathered to age 80);
•12-year term limit.
•
The director ownership guidelines are contained in the Stock Ownership Guidelines adopted by the Board on March 8, 2022. These Stock Ownership Guidelines contain ownership requirements for both the non-employee directors and Section 16 officers.
The revised Corporate Governance Guidelines, the Stock Ownership Guidelines and the Director Resignation Policy can be accessed at https://www.citizensinc.com/english-investors-corporate-governance.
The information in this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filing with the Securities and Exchange Commission (the "SEC") made by Citizens under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
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| Item 9.01 | Financial Statements and Exhibits |
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| 104 | | Inline XBRL for the cover page of this Current Report on Form 8-K |
SIGNATURE
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, INC. |
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| | | By: | /s/ Gerald W. Shields |
| | | | Chief Executive Officer and President |
Date: March 11, 2022
