CITIZENS HOLDING COMPANY (NASDAQ:CIZN) Files An 8-K Submission of Matters to a Vote of Security Holders


CITIZENS HOLDING COMPANY (NASDAQ:CIZN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

The Corporation held its Annual Meeting of Shareholders on April24, 2018. There were 4,341,815 shares, or 88.70%, of the Corporation’s issued and outstanding shares of common stock represented either in person or by proxy at the Annual Meeting. The Corporation solicited proxies to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, and there were no solicitations in opposition to management’s solicitations.

The shareholders considered and voted upon three proposals at the Annual Meeting. The proposals were described in the Corporation’s Proxy Statement.

The first proposal concerned the election of three ClassI directors to a three-year term expiring in 2021. The votes for each nominee were:

Votes For Votes Withheld Broker Non-vote

Don L. Fulton

3,444,396 29,836 867,583

Donald L. Kilgore

3,443,516 30,716 867,583

David P. Webb

3,442,816 31,416 867,583

The second proposal was to conduct an advisory (non-binding) vote on the compensation paid to our executive officers. The shareholders approved the executive officer compensation by a vote of 3,402,574 shares for the proposal, 52,695 against the proposal and with 18,963 abstentions and 867,583 broker non-votes.

Finally, the third proposal was to ratify the approval by our Board of Directors of our independent registered public accounting firm for the 2018 fiscal year. This proposal was approved by a vote of 4,301,404 shares for the proposal, 27,099 shares against the proposal and with 13,312 abstentions.


Citizens Holding Company is a one-bank holding company of The Citizens Bank of Philadelphia, Mississippi (the Bank). Through its ownership of the Bank, the Company is engaged in a range of commercial and personal banking activities, including accepting demand deposits, savings and time deposit accounts, making secured and unsecured loans, issuing letters of credit, originating mortgage loans, and providing personal and corporate trust services. The Company also provides certain services that are closely related to commercial banking, such as credit life insurance and title insurance for its loan customers; agencies; mortgage backed securities; state, county and municipal securities, and other securities. The Company offers a range of deposit services to individual and commercial customers. The Bank’s lending activities include commercial, real estate, installment (direct and indirect) and credit card loans.