Independent
Tenure on this board
0.8 yrs
Meeting calendar
CZNC · Annual meeting · Thursday, April 23, 2026
Citizens & Northern Corp
4 nominees · 3 ballot items.
Election of four directors (one Class II, three Class III); advisory (non-binding) approval of executive compensation (Say-on-Pay); ratification of Crowe LLP as independent registered public accounting firm; and transacting other business.
Market cap
$427M
1Y TSR
+22.5%
Board grade
C-
Record date
Feb 25, 2026
Filing
DEF 14A
Meeting concluded · Apr 23, 2026
Follow how the vote landed and what changed on Citizens & Northern Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect one Class II director for a two-year term and three Class III directors for three-year terms.
- 2
Advisory Non-Binding Vote on Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve compensation paid to the Named Executive Officers as described in the Compensation Discussion and Analysis and executive compensation tables.
More detail
This advisory (non-binding) proposal asks shareholders to approve the compensation awarded to the Corporation’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis and accompanying pay tables. Management seeks shareholder endorsement to validate its pay-for-performance approach, which ties short- and long-term incentives to corporate metrics such as PPNR-NCOs, deposit growth, revenue and efficiency, and uses peer group comparisons for PRSA vesting thresholds. The board recommends a vote FOR, arguing the program aligns executives’ incentives with shareholder interests, emphasizes risk controls (KRIs and recoupment policy), and reflects competitive market practices informed by an independent compensation consultant. Approval is non-binding but the Compensation Committee will consider the outcome when setting future compensation; the company notes prior say-on-pay support (~71% in 2025) and believes that result indicates shareholder acceptance of its approach. Key governance context includes use of performance-based restricted stock, clawback/recoupment policy, and the Compensation Committee’s oversight role; potential controversy could arise around pay levels and change-in-control severance arrangements, but management contends that pay is reasonable and tied to measurable outcomes. The board’s recommendation is FOR based on alignment with shareholder value creation and established governance controls.
- 3
Ratification of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Director elections
Nominees on the ballot4
Independent
Tenure on this board
6.0 yrs
Independent
Tenure on this board
9.2 yrs
Not independent
Tenure on this board
New nominee
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 725,119 | $16M |
| 2 | BlackRock, Inc. | 3.3% | 583,718 | $13M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.3% | 582,326 | $13M |
| 4 | BlackRock, Inc. | 2.7% | 477,115 | $11M |
| 5 | CITIZENS NORTHERN CORP | 2.0% | 359,853 | $8M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 354,989 | $8M |
| 7 | STATE STREET CORP | 1.9% | 335,364 | $7M |
| 8 | NORTHERN TRUST CORP | 0.7% | 128,135 | $3M |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.7% | 119,239 | $3M |
| 10 | PENNSYLVANIA CAPITAL MANAGEMENT INC /ADV | 0.6% | 99,967 | $2M |
Peers
Nearest market capOther Financial Services sector meetings6
Upcoming shareholder meetings at Citizens & Northern Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Bit Digital IncBTBT
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Oportun Financial CorpOPRT
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Kingstone Companies IncKINS
Annual meeting·Aug 5, 2026·$286M
Gladstone Investment CorporationGAIN
Annual meeting·Aug 6, 2026·$671M
Capital Southwest CorpCSWC
Annual meeting·Jul 22, 2026·$1.5B
Reference
Frequently asked questions
- When is the Citizens & Northern Corp 2026 annual meeting?
- Citizens & Northern Corp (CZNC) holds its 2026 annual shareholder meeting on Thursday, April 23, 2026.
- What is the record date for the Citizens & Northern Corp 2026 meeting?
- The record date for the Citizens & Northern Corp 2026 meeting is Wednesday, February 25, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Citizens & Northern Corp's 2026 meeting?
- The board is presenting 4 director nominees at the Citizens & Northern Corp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Citizens & Northern Corp 2026 meeting?
- Shareholders will vote on 3 proposals at the Citizens & Northern Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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