Citizens Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven nominees to the Board of Directors to serve until the next annual meeting.

2. 2

   Ratification of Grant Thornton LLP Appointment

   ManagementBoard: FOR

   Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Executive Compensation ("Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation of the Company’s Named Executive Officers as described in the Executive Compensation section of the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve the compensation paid to the Company’s Named Executive Officers as detailed in the Executive Compensation section. It is non-binding but serves as a signal to the Compensation Committee and the Board about shareholder sentiment on pay practices. Management emphasizes that compensation is structured to align pay with performance through a mix of base salary, short-term cash incentives tied to specific 2025 milestones, and long-term equity incentives composed of PSUs (performance share units) and RSUs (restricted stock units). The Compensation Committee engages an independent compensation consultant and benchmarks pay against a peer group, and the program includes governance features such as stock ownership guidelines, clawback policy, and annual say-on-pay votes. The Board recommends FOR, arguing the program demonstrates pay-for-performance, includes quantified performance metrics, and has been evolving toward market best practices since becoming a non-controlled company. The outcome of the advisory vote will not be binding, but the Compensation Committee will consider shareholder feedback when setting future compensation. Given the company’s recent adoption of multi-year PSUs and enhanced governance practices, a FOR vote indicates support for continuing the current pay structure; a significant vote AGAINST could prompt a review and potential changes by the Compensation Committee.

4. 4

   Approval of Amended and Restated Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the Amended and Restated Citizens, Inc. Omnibus Incentive Plan to increase the share reserve by 3,000,000 shares, add a minimum one-year vesting requirement (with limited exceptions), and extend the plan term for ten years.

   More detail

   This management proposal seeks shareholder approval of the Amended and Restated Omnibus Incentive Plan, which would add 3,000,000 shares to the existing reserve, implement a minimum one-year vesting requirement (with limited carve-outs), and extend the plan term for ten years. Management states the additional shares are necessary because recent grants (including 156,856 PSUs granted on March 31, 2026) exceed the remaining availability in the original plan; without approval, those PSU grants would be cancelled and the Compensation Committee would need to redesign compensation programs, likely in cash, to attract and retain talent. The Board frames the request as essential to maintain competitive equity-based compensation, to align management and shareholder interests, and to support recruitment and retention during an important growth phase. The Amended Plan also contains governance protections—prohibiting repricing without shareholder approval, limiting director cash-denominated awards, subjecting awards to the Company’s clawback policy, and capping individual award sizes—to mitigate dilution and misalignment risks. The company discloses an expected fully-diluted overhang of approximately 7.3% if approved and explains assumptions behind share usage estimates. The Board recommends FOR, arguing the reserve is reasonable for multi-year needs and that the amended terms reflect market practice and safeguards. Key investor considerations include the incremental dilution, the disclosure that certain executive PSUs are contingent on approval, and the trade-off between retaining talent with equity incentives versus potential shareholder dilution.

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When is the Citizens Inc 2026 annual meeting?

Citizens Inc (CIA) holds its 2026 annual shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Citizens Inc 2026 meeting?

The record date for the Citizens Inc 2026 meeting is Friday, April 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Citizens Inc's 2026 meeting?

The board is presenting 7 director nominees at the Citizens Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Citizens Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Citizens Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.