On April 23, 2020, Citizens Community Bancorp, Inc., a Maryland corporation (the “Company”), together with its wholly-owned subsidiary, Citizens Community Federal, N.A. (the “Bank”), entered into Addendum No. 1 to the Second Amended and Restated Executive Employment Agreement dated November 1, 2019 (the “Bianchi Employment Agreement”) with Stephen Bianchi, Chairman, President and CEO (the “Bianchi Addendum”), and an Addendum No. 1 to the Amended and Restated Executive Employment Agreement dated November 1, 2019 (the “Broucek Employment Agreement” and with the Bianchi Employment Agreement the “Employment Agreements”) with James S. Broucek, Chief Financial Officer (the “Broucek Addendum” and with the Bianchi Addendum, the “Addenda”). The purpose of the Addenda is to provide Mssrs. Bianchi and Broucek with enhanced retention arrangements that are more in line with the executive retention arrangements in place at the Company’s peers. Capitalized terms used, and not defined herein, have the meanings provided in the Employment Agreements.

The Bianchi Addendum provides that in the event of a Change in Control, in the event of his termination of employment and subject to certain conditions, Mr. Bianchi would be eligible to receive:

The Broucek Addendum provides that in the event of a Change in Control, in the event of his termination of employment and subject to certain conditions, Mr. Broucek would be eligible to receive:

The foregoing description of the Addenda does not purport to be complete and is subject to and qualified in its entirety by the full text of such Addenda, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 23, 2020, the Company approved an amendment (the “Amendment”) to Article I, Section 10 of its bylaws (the “Bylaws”). Before the Amendment, the Bylaws provided that the Company was opted out of the Maryland Control Share Acquisition Act. In general, the Maryland Control Share Acquisition Act limits an “acquiring shareholder’s” right to vote any shares that constitute control shares and are acquired without the approval of two thirds of the Company’s stockholders. to the Amendment, the Company is, for a period of 18 months from April 23, 2020 through October 23, 2021, opting into the Maryland Control Share Acquisition Act. Under the Amendment, the board of directors of the Company can, prior to an acquisition of shares that constitute control shares, grant voting rights to the control shares.

The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by the full text of such Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished herewith:

Citizens Community Bancorp Inc. Exhibit
EX-3.1 2 a12569180-v1xexhibit31amen.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDMENT TO THE BYLAWS OF CITIZENS COMMUNITY BANCORP,…
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About CITIZENS COMMUNITY BANCORP, INC. (NASDAQ:CZWI)

Citizens Community Bancorp, Inc. is a bank holding company of Citizens Community Federal N.A. (the Bank). The Company is engaged in consumer, small commercial and agricultural banking activities, through the Bank. As of September 30, 2015, it had approximately $460 million in deposits. Through all of its branch locations, in Wisconsin, Minnesota and Michigan, the Bank provides a range of commercial and consumer banking products and services to customers, including online and mobile banking options. It offers a range of loans, such as commercial loans, agricultural loans and residential mortgages. Its Investment portfolio consists of securities available for sale and securities held to maturity. Its primary sources of funds are deposits; amortization, prepayments and maturities of outstanding loans; other short-term investments, and funds provided from operations. As of September 30, 2015, its total gross outstanding loans before net deferred loan costs were approximately $448,100.