Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers
On February 18, 2022, Clark S. Frame, a director of Citizens & Northern Corporation (the "Corporation") and its wholly-owned banking subsidiary, Citizens & Northern Bank (the "Bank"), communicated to the Board of Directors his intent to retire as a director of the Corporation, effective March 17, 2022.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As part of its ongoing corporate governance review, the Board of Directors on February 17, 2022, approved and adopted an amendment to the amended By-laws of the Corporation to adopt a majority vote standard for uncontested director elections. The amendment, which is effective immediately, added a new Section 1.6 to the By-laws, which reads in its entirety as follows:
1.6.Election of Directors; Majority Vote Standard
In an uncontested election of directors of the Corporation, a majority of the votes cast at any meeting for the election of directors at which a quorum is present shall elect directors. For purposes of this By-Law, a majority of the votes cast shall mean that the number of shares voted "for" a director's election exceeds 50% of the number of votes cast with respect to that director's election. Votes cast shall include votes to withhold authority in each case and exclude abstentions with respect to that director's election. If a nominee for director in an uncontested election of directors fails to receive a majority of the votes cast, that director shall tender promptly to the Board of Directors of the Corporation via the Chairperson of the Corporate Governance and Nominating Committee his or her resignation as a director of the Corporation. A director whose resignation is under consideration shall abstain from participating in any recommendation or decision regarding that resignation. The Corporate Governance and Nominating Committee shall make a recommendation to the Board whether to accept, reject or otherwise act with respect to the tendered resignation. In considering the resignation, the Corporate Governance and Nominating Committee and the Board may evaluate any factor or other information that any of the directors deem relevant. The Board shall act on the tendered resignation, taking into account the Corporate Governance and Nominating Committee's recommendation, and shall publicly disclose its decision regarding the resignation within one hundred twenty (120) days after the results of the election are certified. If the resignation is not accepted, the director shall continue to serve until the expiration of his or her current term and until his or her successor is elected and qualified, or until his or her earlier resignation or removal. Notwithstanding the foregoing, in the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present.
The full text of the current By-laws, as amended, is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
