Item 9A. Controls and Procedures
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 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, 2021 (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 2021 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 2021 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
ITEM 9B.
OTHER INFORMATION.
None.
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ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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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 18, 2022, relating to its 2022 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: https://www.thecitizensbankphila.com/investor-relations/corporate-governance/
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 18, 2022, relating to its 2022 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 18, 2022, relating to its 2022 Annual Meeting of Shareholders. Such information is incorporated herein by reference.
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Equity Compensation Plan Information
The following table provides information about the Company’s equity compensation plans as of December 31, 2021.
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)
9,000
$
18.76
270,000
Equity compensation plans not approved by security holders
-0-
$
0.00
-0-
Total
9,000
$
8.76
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 18, 2022, relating to its 2022 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 18, 2022, relating to its 2022 Annual Meeting of Shareholders. Such information is incorporated herein by reference.
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PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
Financial Statements
1.
Consolidated Financial Statements and Supplementary Information for years ended December 31, 2019, 2020 and 2021, 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
Incorporated by Reference
Exhibit
Number
Description of Document
Form
Filing Date
Exhibit
Number
SEC File
No.
2.1
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
8-K
May 21, 2019
2.1
000-25221
3(i)
Restated Articles of Incorporation of Citizens Holding Company
10-Q
May 10, 2017
3(A)
000-25221
3(ii)
Second Amended and Restated Bylaws of Citizens Holding Company, as amended
10-Q
May 10, 2017
3(B)
000-25221
4
Description of Common Stock
000-25221
10(1)
Citizens Holding Company Revolving Credit Loan Agreement
8-K
June 14, 2021
10(1)
000-25221
10(a)
Directors’ Deferred Compensation Plan—Form of Agreement †
10/A
June 21, 1999
10
000-25221
10(b)
Citizens Holding Company 1999 Directors’ Stock Compensation Plan †
10/A
June 21, 1999
10(A)
000-25221
10(c)
Citizens Holding Company 1999 Employees’ Long-Term Incentive Plan †
10/A
June 21, 1999
10(B)
000-25221
10(d)
Change in Control Agreement dated December 10, 2002 between Citizens Holding Company and Greg L. McKee †
10-K
March 31, 2003
10(D)
000-25221
10(e)
Supplemental Executive Retirement Plan †
10-K
March 16, 2005
10(F)
000-25221
10(f)
Citizens Holding Company 2013 Incentive Compensation Plan †
DEF-14A
March 21, 2013
A
000-25221
10(g)
Form of Incentive Stock Option Agreement under the Citizens Holding Company 2013 Incentive Compensation Plan †
8-K
April 25, 2013
10.1
000-25221
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10(h)
Form of Non-Qualified Stock Option Agreement under the Citizens Holding Company 2013 Incentive Compensation Plan †
8-K
April 25, 2013
10.2
000-25221
10(i)
Form of Restricted Share Award Agreement under the Citizens Holding Company 2013 Incentive Compensation Plan †
8-K
April 25, 2013
10.3
000-25221
10(j)
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Citizens Holding Company 2013 Incentive Compensation Plan †
8-K
April 25, 2013
10.4
000-25221
10(k)
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)
8-K
May 21, 2019
2.1
000-25221
13
2021 Annual Report to Shareholders +
000-25221
14
Code of Ethics ±
10-K
March 26, 2004
000-25221
21
Subsidiaries of Citizens Holding Company +
000-25221
23
Consent of Independent Registered Public Accounting Firm +
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer +
000-25221
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer +
000-25221
32.1
Section 1350 Certification of Chief Executive Officer ++
000-25221
32.2
Section 1350 Certification of Chief Financial Officer ++
000-25221
101
Inline XBRL Exhibits +
000-25221
104
Cover Page Interactive Data File (formatted as Inline EXBRL and contained in Exhibit 101)
†
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
±
As updated on Citizens Holding Company’s website, https://www.thecitizensbankphila.com/investor-relations/
ITEM 16.
FORM 10-K
SUMMARY.
The Company has elected not to include summary information.
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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 11, 2022
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
Director, President and Chief Executive Officer
March 11, 2022
Greg McKee
(Principal Executive Officer)
/s/ Phillip R. Branch
Treasurer, Chief Financial Officer
March 11, 2022
Phillip R. Branch
(Principal Financial & Accounting Officer)
/s/ Craig Dungan
Director
March 11, 2022
Craig Dungan, MD
/s/ Jason R. Voyles
Director
March 11, 2022
Jason R. Voyles
/s/ Donald L. Kilgore
Director
March 11, 2022
Donald L. Kilgore
/s/ David A. King
Director
March 11, 2022
David A. King
/s/ Herbert A. King
Chairman of the Board
March 11, 2022
Herbert A. King
/s/ Adam Mars
Director
March 11, 2022
Adam Mars
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/s/ David P. Webb
Director
March 11, 2022
David P. Webb
/s/ Jane Crosswhite
Director
March 11, 2022
Jane Crosswhite
/s/ Terrell E. Winstead
Director
March 11, 2022
Terrell E. Winstead
/s/ Gregory E. Cronin
Director
March 11, 2022
Gregory E. Cronin
36