CITIZENS & NORTHERN CORPORATION (NASDAQ:CZNC) Files An 8-K Submission of Matters to a Vote of Security Holders

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CITIZENS & NORTHERN CORPORATION (NASDAQ:CZNC) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07

Submission of Matters of a Vote of Security
Holders

The Annual Meeting of Shareholders of Citizens Northern
Corporation was held on Thursday, April 20, 2017. The Board of
Directors fixed the close of business on February 3, 2017 as the
record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting and at any
adjournment thereof. On this record date, there were outstanding
and entitled to vote 12,143,776 shares of Common Stock with four
issues proposed for vote by the stockholders. A total of
8,938,598 shares of Common Stock were present or represented by
proxy at the meeting. This represented approximately 74% of the
Corporations outstanding Common Stock.

Proposal I- Election of Class III Directors.

Voting for the Class III Directors elected to serve for a term of
three years is summarized as follows:

Dennis F. Beardslee
Total Votes in Favor 5,362,403
Total Votes Withheld / Against 459,464
Broker Non-Votes 3,116,731
Jan E. Fisher
Total Votes in Favor 5,380,086
Total Votes Withheld / Against 441,781
Broker Non-Votes 3,116,731
J. Bradley Scovill
Total Votes in Favor 5,589,054
Total Votes Withheld / Against 232,813
Broker Non-Votes 3,116,731
Aaron K. Singer
Total Votes in Favor 5,606,214
Total Votes Withheld / Against 215,653
Broker Non-Votes 3,116,731

Proposal II Approval and Adoption of the 2016 Compensation of the
Named Executive Officers as Disclosed in the Proxy Statement.

Voting on the requested approval and adoption of the 2016
compensation of the named executive officers as disclosed in the
proxy statement was as follows:

Total Votes in Favor 5,099,894
Total Votes Against 437,024
Total Abstained 284,945
Broker Non-Votes 3,116,735

Proposal III Approval and Adoption of the frequency of the
advisory vote on the Compensation of the Named Executive Officers
as Disclosed in the Proxy Statement.

Voting on the frequency of the advisory vote on the compensation
of the Named Executive Officers as disclosed in the proxy
statement was as follows:

Total Votes in Favor of 1 Year 4,377,861
Total Votes in Favor of 2 Years 247,070
Total Votes in Favor of 3 Years 1,057,821
Total Abstained 139,111
Broker Non-Votes 3,116,735

Proposal IV Ratification and Approval of the appointment of the
firm of Baker Tilly Virchow Krause, LLP as the Corporations
independent registered public accounting firm for the year ending
December 31, 2017.

Voting on the requested ratification and approval of the
appointment of the firm of Baker Tilly Virchow Krause, LLP as
independent auditors of the Corporation was as follows:

Total Votes in Favor 8,817,439
Total Votes Against 62,538
Total Abstained 58,621
Broker Non-Votes


About CITIZENS & NORTHERN CORPORATION (NASDAQ:CZNC)

Citizens & Northern Corporation is a holding company whose principal activity is community banking. The Company, through its subsidiaries, is primarily engaged in providing a range of banking and mortgage services to individual and corporate customers in North Central Pennsylvania and Southern New York State. The Company operates through Community Banking segment. The Company offers lending products, including mortgage loans, commercial loans and consumer loans, as well as specialized instruments, such as commercial letters-of-credit. Its deposit products include various types of checking accounts, passbook and statement savings, money market accounts, interest checking accounts, Individual Retirement Accounts (IRAs) and certificates of deposit. It also offers non-insured Repo Sweep accounts. It provides trust and financial management services, including administration of trusts and estates, retirement plans, and other employee benefit plans, and investment management services.

CITIZENS & NORTHERN CORPORATION (NASDAQ:CZNC) Recent Trading Information

CITIZENS & NORTHERN CORPORATION (NASDAQ:CZNC) closed its last trading session down -0.11 at 23.37 with 21,673 shares trading hands.

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