UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E) (2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

CITIZENS & NORTHERN CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

90-92 Main Street

Wellsboro, Pennsylvania 16901

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD THURSDAY, APRIL 20, 2023

TO OUR SHAREHOLDERS:

Notice is hereby given that the Annual Meeting of Shareholders of Citizens & Northern Corporation (the “Corporation”) will be held in a virtual meeting format only with no physical location on Thursday, April 20, 2023 at 2:00 P.M., local time, for the following purposes:

To elect three (3) Class III directors to serve for a term of three (3) years;

To consider and approve the following advisory (non-binding) resolution:

“Resolved, that the shareholders approve the compensation paid to the Named Executive Officers of the Corporation pursuant to the policies and procedures employed by the Corporation, as described in the Compensation Discussion and Analysis and tabular disclosure regarding Named Executive Officer compensation (together with the accompanying narrative disclosure) in this Proxy Statement”;

To consider and act upon an advisory (non-binding) vote on frequency of the advisory vote on the compensation of our Named Executive Officers;

To approve the Citizens & Northern Corporation 2023 Equity Incentive Plan;

To ratify the appointment of Baker Tilly US, LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2023; and

To transact such other business as may properly be brought before the meeting or any adjournments or postponements thereof.

The Board of Directors recommends that you vote “FOR” the election of each of the nominees for director listed in the enclosed proxy statement; “FOR” approval of the advisory, non-binding resolution approving the compensation of the Corporation’s Named Executive Officers; “FOR” the approval in an advisory vote, that the shareholder advisory vote to approve the compensation of the Corporation’s Named Executive Officers should occur “EVERY YEAR”; “FOR” approval of the Citizens & Northern Corporation 2023 Equity Incentive Plan; and “FOR” ratification of the appointment of Baker Tilly US, LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2023.

We have elected to provide access to our proxy materials over the Internet using the Securities and Exchange Commission’s “notice and access” rules. Details regarding the business to be conducted are described in the Notice of Internet Availability of Proxy Materials (“Notice”) you received in the mail and in this proxy statement. We have also made available a copy of our 2022 Annual Report on Form 10-K with this proxy statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.

The Annual Meeting will be hosted in a virtual format only online via live webcast. You will not be able to attend the Annual Meeting in person. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting https://web.lumiagm.com/244346915, click on “I have a control number,” enter the control number found on your proxy card, voting instruction form or notice that you received previously, and enter the password: citizens2023 (the password is case sensitive).

If your shares are held in “street name” through a broker, bank or other nominee, in order to participate in the virtual annual meeting, you must first obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of Citizens & Northern Corporation common stock you held as of the record date, your name and email address. You then must submit a request for registration to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by fax to 718-765-8730 or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy” and be received by American Stock Transfer & Trust Company, LLC no later than 5:00 p.m. Eastern time on April 10, 2023.

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Your vote is important regardless of the number of shares you own. You may vote during the Annual Meeting by following the instructions on the meeting website during the meeting. Whether or not you plan to attend the Annual Meeting, the Board of Directors encourages you to vote your shares. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. Please review the instructions described in this proxy statement, as well as in the Notice you received in the mail. This will not prevent you from voting at the meeting but will assure that your vote is counted if you are unable to participate.

Only shareholders of record at the close of business on February 3, 2023, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting.

	By Order of the Board of Directors,


Wellsboro, Pennsylvania	Skye L. Mahosky
March 10, 2023	Corporate Secretary

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TABLE OF CONTENTS
		Page
Annual Meeting Information		5-7

	Who is entitled to vote?
	On what am I voting?
	How does the Board of Directors recommend I vote on the proposals?
	How are proxy materials being disseminated?
	How do I vote?
	How do I change my vote?
	What is a quorum?
	What vote is required to approve the proposals?
	Who will count the vote?
	How are proxies being solicited?
	What is the deadline for shareholder proposals for next year’s Annual Meeting?

Internet Availability of Proxy Materials		7

Cautionary Statement Regarding Forward-Looking Statements		8

Proposal 1 - Election of Directors		8-11

	Board of Directors
	Nominees for Election
	Director Qualifications

Executive Officers		11-13

Human Capital Management		13-14

Corporate Governance		14-18

	Director Independence
	Leadership Structure of the Board
	Meetings and Committees of the Board of Directors
	Shareholder Communications
	Related Person Transactions and Policies
	Stock Ownership Requirements
	Anti-Hedging Policy

Information Concerning Security Ownership		19-20

	Beneficial Ownership of Principal Holders
	Beneficial Ownership of Executive Officers and Directors
	Delinquent Section 16(a) Reports

Compensation Discussion and Analysis		20-29

	2022 Performance Highlights
	2022 Key Compensation Decisions and Actions
	Overview of the Executive Compensation Program
	Compensation Philosophy and Program Objectives
	2022 Program Components
	How We Make Decisions Regarding Named Executive Officer Compensation
	2022 Executive Compensation Decisions
	Consideration of Say-on-Pay Advisory Vote
	Risk Management
	Recoupment Policy

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Executive Compensation Tables		30-34
	Summary Compensation Table
	Grants of Plan-Based Awards
	Outstanding Equity Awards at Fiscal Year-End
	Option Exercises and Stock Vested
	Pension Benefits

CEO Pay Ratio		34

Pay Versus Performance		35-39
	Pay Versus Performance
	Compensation Actually Paid vs. Total Shareholder Return
	Compensation Actually Paid vs. Net Income
	Compensation Actually Paid vs. Core Return on Average Equity
	Citizens & Northern Corporation Total Shareholder Return vs. Peer Group
	Total Return

Employment Agreements		39-41

Change in Control Agreement		41

Potential Payments Upon Termination or Change in Control		41-42

Indemnification Agreements		42-43

Compensation of Directors		43-44
	Director Summary Compensation Table
	Director Fees
	Independent Directors Stock Incentive Plan

Proposal 2 – Advisory Non-Binding Vote on Executive Compensation		44-45

Proposal 3 – Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers		45

Proposal 4 – Citizens & Northern Corporation 2023 Equity Incentive Plan		45-51

Proposal 5 – Ratification of Independent Registered Public Accounting Firm		51

Fees of Independent Registered Public Accounting Firm		52

Audit Committee Report		52

Annual Report on Form 10-K		52

Other Matters		52

Appendix A – Citizens & Northern Corporation 2023 Equity Incentive Plan		53-67

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90-92 Main Street

Wellsboro, Pennsylvania 16901

PROXY STATEMENT

Annual Meeting of Shareholders – April 20, 2023

Annual Meeting Information

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Citizens & Northern Corporation (the “Corporation”) to be used at the Annual Meeting of Shareholders of the Corporation to be held on Thursday, April 20, 2023, at 2:00 P.M., in a virtual meeting format only with no physical location, and at any adjournments or postponements thereof. This proxy statement was first made available to shareholders on March 10, 2023.

Who is entitled to vote?

Shareholders owning Corporation common stock on February 3, 2023 are entitled to vote at the Annual Meeting or any adjournment or postponement of the meeting. Each shareholder has one vote per share on all matters to be voted on. On February 3, 2023, there were 15,550,186 shares of Corporation common stock outstanding.

On what am I voting?

You will be asked to vote on the following matters:

●

Election of three (3) Class III directors for three-year terms expiring in 2026;

●

Approval of the advisory (non-binding) resolution on the compensation paid to the Named Executive Officers of the Corporation;

●

An advisory vote for shareholders to recommend the frequency of the advisory vote to approve the compensation of the Corporation’s Named Executive Officers;

●

Approval of the Citizens & Northern Corporation 2023 Equity Incentive Plan; and

●

Ratification of the appointment of Baker Tilly US, LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2023.

The Board of Directors is not aware of any other matters to be presented for action at the Annual Meeting. If any other matter requiring a vote of the shareholders would be presented at the meeting, the proxies will vote according to the directions of the Corporation’s management.

How does the Board of Directors recommend I vote on the proposals?

The Board of Directors recommends that you vote “FOR” the election of each of the nominees for director listed in the enclosed proxy statement; “FOR” approval of the advisory, non-binding resolution approving the compensation of the Corporation’s Named Executive Officers; That the shareholder advisory vote to approve the compensation of the Corporation’s Named Executive Officers should occur “EVERY YEAR”; “FOR” approval of the Citizens & Northern Corporation 2023 Equity Incentive Plan; and “FOR” ratification of the appointment of Baker Tilly US, LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2023.

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How are proxy materials being disseminated?

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we have elected to furnish proxy materials, including this proxy statement and our 2022 Annual Report on Form 10-K, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to most of our shareholders, provides instructions as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy via the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

If you received more than one Notice, it means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account over the Internet or by telephone, or sign and return by mail all proxy cards or voting instruction forms requested in paper format.

How do I vote?

As described in the Notice, you may vote by any of the following methods:

Internet. Go to www.voteproxy.com 24 hours a day, seven days a week, and follow the instructions. You will need the control number that is included in the Notice, proxy card or voting instructions form that is sent to you. The Internet voting system allows you to confirm that the system has properly recorded your votes. This method of voting will be available until 11:59 p.m., Eastern Time, on April 19, 2023.

Telephone. Call toll-free 1-800-PROXIES 24 hours a day, seven days a week, and follow the instructions. You will need the control number that is included in the Notice, proxy card or voting instructions form that is sent to you. As with Internet voting, you will be able to confirm that the system has properly recorded your votes. This method of voting will be available until 11:59 p.m., Eastern Time, on April 19, 2023.

Mail. If you are a shareholder of record and you elect to receive your proxy materials by mail, you can vote by marking, dating and signing your proxy card exactly as your name appears on the card and returning it by mail in the postage-paid envelope that will be provided to you. If you hold your shares in street name and you elect to receive your proxy materials by mail, you can vote by completing and mailing the voting instructions form that will be provided by your bank, broker or other holder of record. You should mail the proxy card or voting instruction form in plenty of time to allow delivery prior to the meeting. Do not mail the proxy card or voting instruction form if you are voting over the Internet or by telephone.

At the Virtual Annual Meeting. Unless your shares are held in “street name,” you may vote your shares at the virtual Annual Meeting. We encourage you to vote via the Internet or by telephone prior to the meeting. It is fast and convenient, your vote is recorded immediately, and there is no risk that postal delays will cause your vote to arrive late and therefore not be counted. If your shares are held in “street name” through a broker, bank or other nominee, in order to participate in the virtual annual meeting, you must first obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of Citizens & Northern Corporation, common stock you held as of the record date, your name and email address. You then must submit a request for registration to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by fax to 718-765-8730 or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy” and be received by American Stock Transfer & Trust Company, LLC no later than 5:00 p.m. Eastern time on April 10, 2023.

How do I change my vote?

If you give the vote we are soliciting, you may revoke it at any time before it is exercised:

●

by signing and returning a later-dated proxy; or

●

by giving written notice to Citizens & Northern Corporation, 90-92 Main Street, Wellsboro, PA 16901, Attention: Corporate Secretary; or

●

by voting virtually at the Annual Meeting.

A shareholder whose shares are held in street name should follow the instructions of his or her broker regarding revocation of proxies. You should note that your presence at the meeting without voting virtually will not revoke an otherwise valid proxy.

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What is a quorum?

A “quorum” is the presence at the meeting, virtually or by proxy, of the holders of a majority of the outstanding shares. There must be a quorum for the meeting to be held. Abstentions are counted for purposes of determining the presence or absence of a quorum but are not considered as a vote cast under Pennsylvania law. Brokers holding shares in “street name” for their customers generally are not entitled to vote on certain matters unless they receive voting instructions from their customers. Such shares for which brokers have not received voting instructions from their customers are called “broker non-votes.” Under Pennsylvania law, broker non-votes will be counted to determine if a quorum is present with respect to any matter to be voted upon by shareholders at the meeting only if such shares have been voted at the meeting on a matter other than a procedural motion.

What vote is required to approve the proposals?

The election of directors is subject to a majority vote requirement under which any director who does not receive a majority of the votes cast in an uncontested election must tender his or her resignation to the Board. The three (3) nominees for election to the Board of Directors are subject to the majority voting requirement. Notwithstanding the foregoing, in the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. “Withhold” votes will have the effect of a vote against a nominee. Abstentions and broker non-votes will have no effect on the election of directors.

Approval of the advisory (non-binding) resolution on the compensation paid to Named Executive Officers, approval of the Citizens & Northern Corporation 2023 Equity Incentive Compensation Plan and ratification of the appointment of Baker Tilly as the Corporation’s independent registered public accounting firm for the year ending December 31, 2023 require the affirmative vote of a majority of the votes cast at the meeting, virtually or by proxy. Abstentions and broker non-votes will have no effect in calculating the votes on these matters. The option receiving the greatest number of votes cast, even if not a majority of the votes cast, will be considered the frequency recommended by the shareholders for holding a non-binding vote to approve the compensation paid to the Named Executive Officers.

Who will count the vote?

The Judges of Election appointed by the Board of Directors will count the votes cast virtually or by proxy at the meeting.

How are proxies being solicited?

The Corporation will bear its own cost of solicitation of proxies for the meeting. In addition to solicitation by mail, the company’s directors, officers and employees may solicit proxies personally or by telephone, facsimile transmission or otherwise. These directors, officers and employees will not be additionally compensated for their solicitation efforts but may be reimbursed for out-of-pocket expenses incurred in connection with these efforts. The Corporation will reimburse brokerage firms, fiduciaries, nominees and others for their out-of-pocket expenses incurred in forwarding proxy materials to beneficial owners of shares of common stock held in their names.

What is the deadline for shareholder proposals for next year’s Annual Meeting?

Any shareholder who, in accordance with and subject to the provisions of the proxy rules of the SEC, wishes to submit a proposal for inclusion in the Corporation’s proxy statement for its 2024 Annual Meeting of Shareholders must deliver the proposal in writing to the Secretary of Citizens & Northern Corporation at the Corporation’s principal executive offices at 90-92 Main Street, Wellsboro, Pennsylvania, no later than November 3, 2023.

For any proposal that is not submitted for inclusion in next year’s proxy statement (as described in the preceding paragraph) but is instead sought to be presented directly at the next Annual Meeting, the Corporation’s Articles of Incorporation require shareholders to give advance notice of such proposals. The required notice, which must include the information and documents set forth in the Articles of Incorporation, must be given no more than 50 days and no less than 14 days prior to the Annual Meeting. If notice is not received by the Corporation within this time frame, the Corporation will consider such notice untimely.

Under Rule 14a-4(c)(1) of the Securities Exchange Act of 1934, as amended, if any shareholder proposal intended to be presented at the Annual Meeting without inclusion in our proxy statement is received within the required time frame and is properly presented, then a proxy will have the ability to confer discretionary authority to vote on the proposal.

Internet Availability of Proxy Materials

Important Notice About the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on April 20, 2023: This proxy statement, proxy card and the Corporation’s annual report to shareholders are available at: http://www.astproxyportal.com/ast/11697/.

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Cautionary Statement Regarding Forward-Looking Statements

This proxy statement and the documents that have been incorporated herein by reference may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, these statements can be identified by the use of words such as “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “target,” “will,” “would” and similar expressions. Actual results and trends could differ materially from those set forth in such statements due to various risks, uncertainties and other factors. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following:

SEC Form DEF 14A filed by Citizens & Northern Corp