CITIZENS COMMUNITY BANCORP, INC. (NASDAQ:CZWI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CITIZENS COMMUNITY BANCORP, INC. (NASDAQ:CZWI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below under Item 5.07, on March 27, 2018, the stockholders of Citizens Community Bancorp, Inc. (the “Company”) approved the 2018 Equity Incentive Plan (the “Plan”) at the 2018 Annual Meeting of Stockholders (the “Annual Meeting”). A summary of the material terms of the Plan is set forth on pages 24 to 28 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 24, 2018 (the “Proxy Statement”) under the caption “Proposal 2: Approval of 2018 Equity Incentive Plan,” which description is incorporated by reference herein. This description of the Plan is qualified in its entirety by reference to the Plan, filed as Appendix A to the Proxy Statement and incorporated herein by reference.

Item 5.07.Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on March 27, 2018.A total of 5,883,603 shares of common stock were eligible to vote at the Annual Meeting.The matters voted on at the Annual Meeting were as follows:

1.Proposal 1: Election of Directors:

Kristina M. Bourget and Timothy L. Olson were elected directors of the Company. The results of the vote were as follows:

Name

Votes For

Votes Withheld

Broker Non-Votes

Kristina M. Bourget

3,256,980

554,207

1,651,389

Timothy L. Olson

3,256,404

554,783

1,651,389

2.Proposal 2: Approval of the 2018 Equity Incentive Plan:

The stockholders approved the 2018 Equity Incentive Plan. The results of the vote were as follows:

Votes For

Votes Against

Abstentions

Broker

Non-Votes

3,224,335

499,545

87,307

1,651,389

3.Proposal 3: Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm:

The stockholders approved the proposal to ratify the appointment by the Company’s Audit Committee of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2018. The results of the vote were as follows:

Votes For

Votes Against

Abstentions

Broker

Non-Votes

5,206,031

243,855

12,690

4.Proposal 4: Advisory (non-binding) vote on the executive compensation of the Company's named executive officers:

The stockholders approved the advisory (non-binding) proposal regarding the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for the Annual Meeting. The results of the vote were as follows:

Votes For

Votes Against

Abstentions

Broker

Non-Votes

3,191,041

523,193

96,953

1,651,389

Proposal 5 was a stockholder proposal regarding the sale, merger or other disposition of the Company. This proposal was not voted upon at the Annual Meeting because neither the proponent nor a qualified representative of the proponent attended the Annual Meeting to present the proposal.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.


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.

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