CITIZENS HOLDING CO /MS/ 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures The management of this Company, with the participation of its principal executive and financial officers, has evaluated the effectiveness of the Company’s disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, the Company’s principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of December 31, 2019 (the end of the period covered by this Annual Report on Form 10-K). Management’s Annual Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm Information required in response to this item can be found under the headings “Management’s Assessment of Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” in the Company’s Consolidated Financial Statements contained in its 2019 Annual Report to Shareholders, a copy of which is filed as an Exhibit to this Annual Report on Form 10-K. Such information is incorporated herein by reference. Changes in Internal Control over Financial Reporting There were no changes to the internal control over financial reporting in the fourth quarter of 2019 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None. 32 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Information required in partial response to this Item 10 can be found under the heading “Executive Officers of the Registrant” in Item 1, “Business,” and under the headings “Stock Ownership” and “Board of Directors” in the Company’s Definitive Proxy Statement to be filed with the SEC on or about March 20, 2020, relating to its 2020 Annual Meeting of Shareholders. Such information is incorporated herein by reference. Code of Ethics The Company has adopted a Code of Ethics and Code of Conduct in compliance with Item 406 of Regulation S-K for the Company’s principal executive officer, principal financial officer, principal accounting officer and controller. Copies of both the Code of Ethics and the Code of Conduct can be found on the Company’s website: http://www.citizensholdingcompany.com . The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Ethics and the Code of Conduct by posting information on the Company’s website at the address specified above. ITEM 11. EXECUTIVE COMPENSATION. Information required in response to this Item 11 can be found under the headings “Board of Directors,” “Executive Officers and Executive Compensation,” “Report of the Compensation Committee,” and “Compensation Committee Interlocks and Insider Participation” in the Company’s Definitive Proxy Statement to be filed with the SEC on or about March 20, 2020, relating to its 2020 Annual Meeting of Shareholders. Such information is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Information required in partial response to this Item 12 can be found under the heading “Stock Ownership” in the Company’s Definitive Proxy Statement to be filed with the SEC on or about March 20, 2020, relating to its 2020 Annual Meeting of Shareholders. Such information is incorporated herein by reference. 33 Table of Contents Equity Compensation Plan Information The following table provides information about the Company’s equity compensation plans as of December 31, 2019. Equity Compensation Plan Information Plan category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a)) Equity compensation plans approved by security holders (1) 40,500 $21.49 270,000 Equity compensation plans not approved by security holders -0- $ 0.00 -0- Total 40,500 $21.49 270,000 (1) Consists of the 1999 Directors’ Stock Compensation Plan and the 2013 Incentive Compensation Plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Information required in response to this Item 13 can be found under the heading “Board of Directors” in the Company’s Definitive Proxy Statement to be filed with the SEC on or about March 20, 2020, relating to its 2020 Annual Meeting of Shareholders. Such information is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Information required in response to this Item 14 can be found under the heading “Proposal No. 3, Appointment of HORNE LLP as the Company’s Independent Registered Public Accounting Firm” in the Company’s Definitive Proxy Statement to be filed with the SEC on or about March 20, 2020, relating to its 2020 Annual Meeting of Shareholders. Such information is incorporated herein by reference. 34 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Financial Statements 1. Consolidated Financial Statements and Supplementary Information for years ended December 31, 2017, 2018 and 2019, which include the following: (i) Report of Independent Registered Public Accounting Firm (Financial Statements and Internal Control) (ii) Management’s Assessment of Internal Control over Financial Reporting (iii) Consolidated Statements of Condition (iv) Consolidated Statements of Income (v) Consolidated Statements of Comprehensive Income (vi) Consolidated Statements of Changes in Stockholders’ Equity (vii) Consolidated Statements of Cash Flows (viii) Notes to Consolidated Financial Statements 2. Financial Statement Schedules None. 3. Exhibits required by Item 601 of Regulation S-K 3(i) Restated Articles of Incorporation of the Company * 3(ii) Second Amended and Restated Bylaws of the Company, as amended ** 10(a) Directors’ Deferred Compensation Plan - Form of Agreement *† 10(b) Citizens Holding Company 1999 Directors’ Stock Compensation Plan *† 10(c) Citizens Holding Company 1999 Employees’ Long-Term Incentive Plan *† 10(d) Change in Control Agreement dated December 10, 2002 between the Company and Greg L. McKee ***† 10(e) Supplemental Executive Retirement Plan ****† 10(f) Citizens Holding Company 2013 Incentive Compensation Plan *****† 10(g) Form of Incentive Stock Option Agreement under the Citizens Holding Company 2013 Incentive Compensation Plan ******† 10(h) Form of Non-Qualified Stock Option Agreement under the Citizens Holding Company 2013 Incentive Compensation Plan ******† 10(i) Form of Restricted Share Award Agreement under the Citizens Holding Company 2013 Incentive Compensation Plan ******† 10(j) Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Citizens Holding Company 2013 Incentive Compensation Plan ******† 13 2019 Annual Report to Shareholders + 36 Table of Contents 14 Code of Ethics ******* 21 Subsidiaries of Registrant + 23 Consent of Independent Registered Public Accounting Firm + 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer + 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer + 32.1 Section 1350 Certification of Chief Executive Officer ++ 32.2 Section 1350 Certification of Chief Financial Officer ++ 101 XBRL Exhibits + * Filed as Exhibit 3(A) to the Company’s Quarterly Report on Form 10-Q (File No. 000-25221) filed on May 10, 2017 and incorporated herein by reference. ** Filed as Exhibit 3(B) to the Company’s Quarterly Report on Form 10-Q (File No. 000-25221) filed on May 10, 2017 and incorporated herein by reference. *** Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File No. 000-25221) filed on March 31, 2003 and incorporated herein by reference. **** Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File No. 000-25221) filed on March 16, 2005 and incorporated herein by reference. ***** Filed as an exhibit to the Company’s Definitive Proxy Statement relating to its 2013 Annual Meeting of Shareholders (File No. 000-15375) filed on March 21, 2013 and incorporated herein by reference. ****** Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-15375) filed on April 25, 2013 and incorporated herein by reference. ******* Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (File No. 000-25221) filed on March 26, 2004, as updated on the Company’s website, http://www.citizensholdingcompany.com and incorporated herein by reference. † Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K. + Filed herewith. ++ Furnished herewith. ITEM 16. FORM 10-K SUMMARY. The Company has elected not to include summary information. 37 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CITIZENS HOLDING COMPANY Date: March 13, 2020 By: /s/ Greg McKee Greg McKee President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacity and on the dates indicated: SIGNATURES CAPACITIES DATE /s/ Greg McKee Greg McKee Director, President and Chief Executive Officer (Principal Executive Officer) March 13, 2020 /s/ Robert T. Smith Robert T. Smith Treasurer, Chief Financial Officer (Principal Financial & Accounting Officer) March 13, 2020 /s/ Craig Dungan Craig Dungan, MD Director March 13, 2020 /s/ Don L. Fulton Don L. Fulton Director March 13, 2020 /s/ Donald L. Kilgore Donald L. Kilgore Director March 13, 2020 /s/ David A. King David A. King Director March 13, 2020 /s/ Herbert A. King Herbert A. King Chairman of the Board March 13, 2020 /s/ Adam Mars Adam Mars Director March 13, 2020 38 Table of Contents /s/ David P. Webb David P. Webb Director March 13, 2020 /s/ A. T. Williams A.T. Williams Director March 13, 2020 /s/ Terrell E. Winstead Terrell E. Winstead Director March 13, 2020 /s/ Gregory E. Cronin Gregory E. Cronin Director March 13, 2020 38