Citizens & Northern Corporation

04/28/2026 | Press release | Distributed by Public on 04/28/2026 12:12

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of Citizens & Northern Corporation was held virtually on Thursday, April 23, 2026. The Board of Directors fixed the close of business on February 25, 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and at any adjournment thereof. On this record date, there were outstanding and entitled to vote 17,910,243 shares of Common Stock with three issues proposed for vote by the shareholders. A total of 12,361,322 shares of Common Stock were present or represented by proxy at the meeting. This represented approximately 69% of the Corporation's outstanding Common Stock.

Proposal I - Election of Class III and II Directors

Voting for the Class III Directors elected to serve for a term of three years is summarized as follows:

Stephen M. Dorwart

3

Total Votes in Favor

​ ​

8,626,385

Total Votes Withheld / Against

209,709

Broker Non-Votes

3,525,228

J. Bradley Scovill

Total Votes in Favor

​ ​

8,669,729

Total Votes Withheld / Against

166,365

Broker Non-Votes

3,525,228

Aaron K. Singer

Total Votes in Favor

​ ​

7,858,120

Total Votes Withheld / Against

977,973

Broker Non-Votes

3,525,228

Voting for the Class II Directors elected to serve for a term of three years is summarized as follows:

Christian C. Trate

Total Votes in Favor

​ ​

8,672,556

Total Votes Withheld / Against

163,538

Broker Non-Votes

3,525,228

Proposal II - Approval and Adoption of the 2025 Compensation of the Named Executive Officers

Voting on the requested approval and adoption of the 2025 compensation of the named executive officers as disclosed in the proxy statement was as follows:

Total Votes in Favor

​ ​

7,696,638

Total Votes Against

1,012,603

Total Abstained

126,853

Broker Non-Votes

3,525,228

Proposal III - Ratification of the appointment of the firm of Crowe LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2026.

Voting on the requested ratification of the appointment of the firm of Crowe LLP as independent auditors of the Corporation was as follows:

Total Votes in Favor

​ ​

12,276,726

Total Votes Against

56,558

Total Abstained

28,038

Broker Non-Votes

0

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