UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 28, 2015
CITIZENS HOLDING COMPANY
(Exact name of registrant as specified in its charter)
| Mississippi | 001-15375 | 64-0666512 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 521 Main Street, Philadelphia, Mississippi | 39350 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(601) 656-4692
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Corporation held its Annual Meeting of Shareholders on April 28, 2015. There were 4,131,579 shares, or 84.7%, 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 pursuant 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 four proposals at the Annual Meeting. The proposals were described in the Corporation’s 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 4,057,872 shares for the proposal and 11,594 shares against the proposal, with 44,629 abstentions and 17,484 broker non-votes.
The second proposal concerned the election of three Class I directors to a three-year term expiring in 2018. The votes for each nominee were:
| Votes For | Votes Withheld | Broker Non-vote |
||||||||||
| Don L. Fulton |
3,117,388 | 28,364 | 985,827 | |||||||||
| Donald L. Kilgore |
3,119,588 | 26,164 | 985,827 | |||||||||
| Herbert A. King |
3,117,388 | 28,364 | 985,827 | |||||||||
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 2,923,026 for the proposal, 163,834 against the proposal and with 58,892 abstentions and 985,827 broker non-votes.
Finally, the shareholders considered and voted upon a proposal to ratify HORNE LLP as the Corporation’s independent auditors for the fiscal year ending December 31, 2015. The shareholders of the Corporation adopted this proposal by a vote of 4,108,681 for the proposal to 5,580 votes against, with 17,318 abstentions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CITIZENS HOLDING COMPANY | ||||||||
| Date: April 29, 2015 | By: | /s/ Robert T. Smith | ||||||
| Robert T. Smith Treasurer and Chief Financial Officer, (Principal Financial and Accounting Officer) | ||||||||