CITIZENS, INC. (NYSE:CIA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CITIZENS, INC. (NYSE:CIA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02 – Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Item 5.07 Submission of Matters to a Vote of Security
Holders

Item 9.01 Financial Statements and Exhibits

Exhibit Index

99.1 News Release issued by Citizens, Inc. on June9, 2017.
99.2 2017 Annual Meeting Final Certified Vote Tabulation
Table of Contents

SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT

Item5.02 – Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

On June9, 2017, Citizens, Inc. (Citizens) announced the addition
of Christopher (Chris) W. Claus and J.D. (Chip) Davis, Jr. to its
Board of Directors.

Mr.Claus, age 56, had a 20 year career as an executive at USAA of
San Antonio, Texas. From 2013 2014, Mr.Claus served as Executive
Vice President of USAAs Enterprise Advice Group. Prior to that,
Mr.Claus served as President of USAAs Financial Advice and
Solutions Group from 2007 to 2013. From 2001 to 2006, Mr.Claus
served as President of USAAs Insurance Management Company.
Mr.Claus will serve on Citizens Executive Committee. He also
concurrently serves as Lead Director and on the Audit Committee
of TrueCar (NASDAQ:TRUE), a digital automotive marketplace.

Mr.Davis, age 66, had a 40-year insurance career with National
Farm Life Insurance Company (NFLIC) of Ft. Worth, Texas. During
his career, Mr.Davis served as President, CEO and Chairman of
NFLICs board of directors. Mr.Davis will serve on Citizens
Compensation Committee and Executive Committee.

Subsequent to the filing and mailing of Citizens Proxy Statement
for its 2017 Annual Meeting of Shareholders (the Annual Meeting),
the Nominating and Corporate Governance Committee (the Committee)
was informed that two of the Companys existing ClassB directors
Harold E. Riley and Dottie S. Riley intended to retire from the
Board upon the expiration of their current term on June6, 2017.
After interviewing and vetting various director candidates, the
Committee nominated Mr.Claus and Mr.Davis as ClassB directors,
pending review by the sole ClassB shareholder and upon election
by the sole ClassB shareholder at the 2017 Annual Meeting.
Mr.Claus and Mr.Davis subsequently were elected to the Board of
Directors at the Annual Meeting by Citizens sole ClassB
shareholder, the Harold E. Riley Trust.

There are no arrangements or understandings between either
Mr.Claus or Mr.Davis and any other persons to which either
Mr.Claus or Mr.Davis was named a director of the Company. Neither
Mr.Claus nor Mr.Davis have any direct orindirect material
interestin any transaction or proposed transaction required to be
reported under Item 404(a) of Regulation S-K or Item 5.02(d) of
Form8-K.

Citizens Board also announced its Board Committee assignments.
Gerald Shields replaced Dr.E. Dean Gage as a member of Citizens
Audit Committee.

Item5.07 Submission of Matters to a Vote of Security
Holders

On June6, 2017, Citizens held its Annual Meeting of Shareholders.
At the meeting, Citizens ClassA shareholders elected Dr.E. Dean
Gage, Gov. Francis A. Keating, Steve Shelton and Dr.Robert Sloan
as directors, and Citizens ClassB shareholder, elected
Christopher Chris W. Claus, J.D. Chip Davis, Dr.Terry Maness,
Gerald W. Shields and Grant Teaff as directors. There were no
other persons nominated to serve on Citizens Board. Citizens
shareholders also approved the compensation of its Named
Executive Officers (Say on Pay), an annual non-binding
shareholder advisory vote on executive compensation (Say on
Frequency) and Citizens, Inc. Omnibus Incentive Plan. Further,
its shareholders ratified the appointment of Ernst Young LLP as
the independent registered public accounting firm for 2017. The
number of votes cast for, against or withheld, as well as the
number of abstentions, non-votes and uncast ballots as to each
matter voted upon can be found in the 2017 Annual Meeting Final
Certified Vote Tabulation attached as Exhibit 99.2 hereto.

Item9.01 Financial Statements and Exhibits

(d) Exhibits
99.1 News Release issued by Citizens, Inc. on June9, 2017.
99.2 2017 Annual Meeting Final Certified Vote Tabulation

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About CITIZENS, INC. (NYSE:CIA)

Citizens, Inc. is an insurance holding company. The Company operates in three business segments: Life Insurance, Home Service and Other Non-Insurance Enterprises. The Life Insurance segment issues ordinary whole life insurance in the United States and in the United States Dollar-denominated amounts to foreign residents. It operates this segment through its subsidiaries, including CICA Life Insurance Company of America (CICA) and Citizens National Life Insurance Company (CNLIC). The Home Service segment sells limited-liability, named peril property policies covering dwelling and contents. Its home service insurance products consist of small face amount ordinary whole life and pre-need policies, which are designed to fund final expenses for the insured, primarily consisting of funeral and burial costs. The Other Non-insurance Enterprises segment includes Computing Technology, Inc. and Insurance Investors, Inc. This segment also includes the results of Citizens, Inc., the parent company.

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