Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders

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The Annual Meeting of Shareholders of Citizens & Northern Corporation was held virtually on Thursday, April 25, 2024. The Board of Directors fixed the close of business on February 6, 2024 as the record date for the determination of shareholders 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 15,338,420 shares of Common Stock with three issues proposed for vote by the shareholders. A total of 10,491,842 shares of Common Stock were present or represented by proxy at the meeting. This represented approximately 68% of the Corporation's outstanding Common Stock.

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Proposal I - Election of Class I Directors

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

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Bobbi J. Kilmer

Total Votes in Favor		5,641,266
Total Votes Withheld / Against	​	1,315,849
Broker Non-Votes	​	3,534,727

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Terry L. Lehman

Total Votes in Favor		6,586,613
Total Votes Withheld / Against	​	370,501
Broker Non-Votes	​	3,534,727

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Robert G. Loughery

Total Votes in Favor		5,520,846
Total Votes Withheld / Against	​	1,436,270
Broker Non-Votes	​	3,534,726

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Frank G. Pellegrino

Total Votes in Favor		6,629,302
Total Votes Withheld / Against	​	327,813
Broker Non-Votes	​	3,534,727

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Proposal II - Approval and Adoption of the 2023 Compensation of the Named Executive Officers

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Voting on the requested approval and adoption of the 2023 compensation of the named executive officers as disclosed in the proxy statement was as follows:

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Total Votes in Favor		5,475,951
Total Votes Against	​	1,208,990
Total Abstained	​	273,934
Broker Non-Votes	​	3,532,967

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Proposal III - Ratification of the appointment of the firm of Baker Tilly US, LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2024

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Voting on the requested ratification of the appointment of the firm of Baker Tilly US, LLP as independent auditors of the Corporation was as follows:

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Total Votes in Favor		10,108,012
Total Votes Against	​	90,524
Total Abstained	​	68,369
Broker Non-Votes	​	224,936

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