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

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Item5.07.

Submission of Matters to a Vote of Security
Holders.

The Corporation held its Annual Meeting of Shareholders on
April26, 2017. There were 3,900,218 shares, or 79.81%, of the
Corporations 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 managements solicitations.

The shareholders considered and voted upon thirteen proposals at
the Annual Meeting. The proposals were described in the
Corporations Proxy Statement.

The first proposal was to set the number of directors to serve on
the Board of Directors at ten members. The shareholders of the
Corporation adopted this proposal by a vote of 3,838,829 shares
for the proposal, 7,602 shares against the proposal, 36,516
abstentions and 17,271 broker non-votes.

The second proposal concerned the election of four ClassIII
directors to a three-year term expiring in 2020. The votes for
each nominee were:

Votes For VotesWithheld Broker Non-vote

Craig Dungan, MD

3,813,610 69,338 17,270

Daniel Adam Mars

3,798,482 84,466 17,270

David P. Webb

3,806,738 76,210 17,270

Amzie T. Williams

3,813,610 69,338 17,270

The third 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 3,818,895 shares for the proposal, 44,197 against the
proposal and with 19,855 abstentions and 17,271 broker
non-votes.

The fourth
proposal was to amend the Corporations Articles of Incorporation
to authorize five million shares of preferred stock, with rights
and preferences as may be determined from time to time by the
Board of Directors. The shareholders approved this proposal by a
vote of 3,689,889 shares for the proposal, 167,036 shares against
the proposal, and with 26,022 abstentions and 17,271 broker
non-votes.

The fifth proposal
was to delete the special shareholder voting requirement for
approval of certain takeover transactions set forth in the
Corporations Articles of Incorporation. This proposal required an
affirmative vote of 80% of the Corporations outstanding shares of
stock entitled to vote at the meeting, and the proposal did not
receive the 80% vote needed for approval. The Corporation
received a vote of 3,732,195 shares for the proposal, 136,787
shares against and with 13,965 abstentions and 17,271 broker
non-votes.

The sixth proposal
was to amend the Corporations Articles of Incorporation and
Bylaws authorize the Board of Directors to establish the size of
the Board within a range specified by the Articles of
Incorporation. The shareholders approved this proposal by a vote
of 3,773,459 shares for the proposal, 94,053 shares against the
proposal and with 15,434 abstentions and 17,272 broker
non-votes.

The seventh
proposal was to amend the Corporations Articles of Incorporation
and Bylaws to authorize the Board of Directors to fill any
vacancies occurring on the Board. This proposal was approved by a
vote of 3,835,119 shares for the proposal, 64,187 shares against
the proposal with 912 abstentions and no broker non-votes.

The eighth
proposal was to delete the affirmative selection regarding the
Mississippi Control Shares Act in the Corporations Articles of
Incorporation. This proposal was approved by a vote of 3,754,293
shares for the proposal, 97,361 shares against the proposal and
with 31,293 abstentions and 17,271 broker non-votes.

The ninth proposal was to add
an exclusive forum provision in the Corporations Articles of
Incorporation and Bylaws. This proposal was approved by a vote of
3,713,372 shares for the proposal, 141,487 against the proposal
and with 28,088 abstentions and 17,271 broker
non-votes.

The tenth proposal was to
delete cumulative voting and provide for election of directors by
majority voting in the Corporations Articles of Incorporation and
Bylaws. This proposal was approved by 3,711,912 shares for the
proposal, 154,594 against the proposal and with 16,441
abstentions and 17,271 broker non-votes.

The eleventh proposal was to
provide for non-substantive revisions to the Corporations
Articles of Incorporation and Bylaws consistent with current
corporate laws. This proposal was approved by a vote of 3,841,758
shares for the proposal, 23,451 against the proposal and with
17,738 abstentions and 17,271 broker non-votes.

The twelfth proposal was to
ratify the approval by our Board of Directors of our independent
registered public accounting firm for the 2017 fiscal year. This
proposal was approved by a vote of 3,862,629 shares for the
proposal, 3,878 shares against the proposal and with 16,441
abstentions and 17,270 broker non-votes.

Finally, the shareholders
considered a proposal to determine, in an advisory (non-binding) vote, whether a
shareholder vote to approve the compensation of our named
executive officers should occur every 1, 2 or 3 years. The
shareholders voted to hold this vote every year by a margin of
3,460,303 for every year, 45,589 for every two years and 322,783
for every three years. There were 54,263 abstentions and 17,280
broker non-votes.


About CITIZENS HOLDING COMPANY (NASDAQ:CIZN)

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.

CITIZENS HOLDING COMPANY (NASDAQ:CIZN) Recent Trading Information

CITIZENS HOLDING COMPANY (NASDAQ:CIZN) closed its last trading session up +0.10 at 23.50 with 2,452 shares trading hands.

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