Citizens & Northern Corp filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
|
| |||
(State or other jurisdiction of incorporation) | (Commission | (IRS Employer | ||
(Address of principal executive offices) | (Zip Code) |
(
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 30, 2024, Citizens & Northern Corporation (the “Corporation”) granted 20,000 shares of the Corporation’s restricted common stock to J. Bradley Scovill, President and Chief Executive Officer pursuant to the amended and restated Employment Agreement entered into on May 22, 2024 between the Board of Directors of the Corporation and Mr. Scovill. The incentive award of 20,000 shares of restricted stock to Mr. Scovill will vest on April 30, 2027; however, in the event Mr. Scovill’s employment is terminated by the Corporation and the Bank for any reason other than for Cause or if Mr. Scovill terminates his employment for Good Reason, the vesting of the One-Time Incentive Grant shall accelerate so that such grant is fully vested on the date of such termination. A copy of the Restricted Stock Agreement, dated July 30, 2024, is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description |
10.1 | |
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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 & NORTHERN CORPORATION | |
|
|
|
Dated: July 31, 2024 | By: | /s/ Mark A. Hughes |
Mark A. Hughes | ||
|
| Treasurer and Chief Financial Officer |