What changed in this filing

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Item 9A. Controls and Procedures

2021-03-12 compared with 2020-03-13 · 62 added, 90 removed, 86 unchanged (64% of the section changed)

1 unchanged sentence

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 Companys 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 Commissions rules and forms, including ensuring that such information is accumulated and communicated to the Companys management as appropriate to allow timely decisions

regarding required disclosure.

Based on such evaluation, the Companys 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).

Managements Annual Report

on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm

required in response to this item can be found under the headings Managements Assessment of Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm in the Companys

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

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 as defined in Rules 13a – 15(e) and 15d – 15(e) of the Securities Exchange Act of 1934, as amended, 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, 2020 (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 2020 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.

There were no changes to the internal control over financial reporting in the fourth quarter of 2020 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

OTHER INFORMATION.

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 Companys Definitive Proxy Statement to be filed with the SEC on or about March 20, 2020, relating to

its 2020 Annual Meeting of Shareholders.

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 19, 2021, relating to its 2021 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 Companys 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

Companys website:

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 Companys website at the address specified above.

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.

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 Companys Definitive Proxy Statement to be filed

with the SEC on or about March 20, 2020, relating to its 2020 Annual Meeting of Shareholders.

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 19, 2021, relating to its 2021 Annual Meeting of Shareholders.

Such information is incorporated herein by reference.

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 Companys Definitive Proxy Statement to be filed with the SEC on or about March 20, 2020, relating to its 2020 Annual Meeting of Shareholders.

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 19, 2021, relating to its 2021 Annual Meeting of Shareholders.

Such information is incorporated herein by reference.

15 unchanged sentences

equity compensation plans

(excluding securities

in column (a))

4 unchanged sentences

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

Companys Definitive Proxy Statement to be filed with the SEC on or about March 20, 2020, relating to its 2020 Annual Meeting of Shareholders.

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 19, 2021, relating to its 2021 Annual Meeting of Shareholders.

Such information is incorporated herein by reference.

1 unchanged sentence

Information required in response to this Item 14 can be found under the heading “Proposal No.

3, Appointment of HORNE

LLP as the Companys Independent Registered Public Accounting Firm in the Companys 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.

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 19, 2021, relating to its 2021 Annual Meeting of Shareholders.

Such information is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Financial Statements

Consolidated Financial Statements and Supplementary Information for years ended December 31, 2017, 2018

and 2019, which include the following:

Consolidated Financial Statements and Supplementary Information for years ended December 31, 2018, 2019 and 2020, which include the following:

Report of Independent Registered Public Accounting Firm (Financial Statements and Internal Control)

8 unchanged sentences

Exhibits required by Item 601 of Regulation S-K

Restated Articles of Incorporation

of the Company

Second Amended and Restated Bylaws

of the Company, as amended

Directors Deferred

Compensation Plan - Form of Agreement

Citizens Holding Company

1999 Directors Stock Compensation Plan

Citizens Holding Company

1999 Employees Long-Term Incentive Plan

Change in Control Agreement

dated December 10, 2002 between the Company and Greg L.

Incorporated by Reference

Description of Document

Agreement and Plan of Merger, dated as of May 21, 2019, by and among Citizens Holding Company, The Citizens Bank of Philadelphia and Charter Bank

Restated Articles of Incorporation of Citizens Holding Company

Second Amended and Restated Bylaws of Citizens Holding Company, as amended

Description of Common Stock

Directors’ Deferred Compensation Plan - Form of Agreement †

June 21, 1999

Citizens Holding Company 1999 Directors’ Stock Compensation Plan †

June 21, 1999

Citizens Holding Company 1999 Employees’ Long-Term Incentive Plan †

June 21, 1999

Change in Control Agreement dated December 10, 2002 between Citizens Holding Company and Greg L.

March 31, 2003

Supplemental Executive Retirement Plan †

Citizens Holding Company

2013 Incentive Compensation Plan

Form of Incentive Stock Option Agreement

under the Citizens Holding Company 2013 Incentive Compensation Plan

March 16, 2005

Citizens Holding Company 2013 Incentive Compensation Plan †

March 21, 2013

Form of Incentive Stock Option Agreement under the Citizens Holding Company 2013 Incentive Compensation Plan †

April 25, 2013

Incorporated by Reference

Description of Document

Form of Non-Qualified Stock Option Agreement under the Citizens Holding Company 2013 Incentive Compensation Plan †

Form of Restricted Share Award Agreement

under the Citizens Holding Company 2013 Incentive Compensation Plan

April 25, 2013

Form of Restricted Share Award Agreement under the Citizens Holding Company 2013 Incentive Compensation Plan †

April 25, 2013

Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Citizens Holding Company 2013 Incentive Compensation Plan †

April 25, 2013

Form of Voting Agreement, between Citizens Holding Company and certain shareholders of Charter Bank (included as an exhibit to the Agreement and Plan of Merger attached as Exhibit 2.1)

2020 Annual Report to Shareholders +

Code of Ethics ±

Subsidiaries of Registrant

March 26, 2004

Subsidiaries of Citizens Holding Company +

Consent of Independent Registered Public Accounting Firm +

Rule 13a-14(a)/15d-14(a)

Certification of Chief Executive Officer

Rule 13a-14(a)/15d-14(a)

Certification of Chief Executive Officer

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer +

Section 1350 Certification of Chief Executive Officer ++

1 unchanged sentence

XBRL Exhibits +

Filed as Exhibit 3(A) to the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Current Report on Form 8-K

000-15375) filed on April 25, 2013 and incorporated herein by reference.

Filed as an exhibit to the Companys 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 Companys 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.

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

FORM 10-K SUMMARY.

As updated on Citizens Holding Company’s website, http://www.citizensholdingcompany.com

The Company has elected not to include summary information.

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.

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

2 unchanged sentences

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:

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:

/s/ Greg McKee

Director, President and Chief Executive Officer

Director, President and

March 12, 2021

Chief Executive Officer

(Principal Executive Officer)

/s/ Phillip R.

Treasurer, Chief Financial

March 12, 2021

/s/ Robert T.

Treasurer, Chief Financial Officer

(Principal Financial & Accounting Officer)

March 13, 2020

/s/ Craig Dungan

Craig Dungan, MD

March 12, 2021

Craig Dungan, MD

March 12, 2021

8 unchanged sentences

March 12, 2021

/s/ Jane Crosswhite

March 12, 2021

Jane Crosswhite

/s/ Terrell E.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures