1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that the information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and
−Removed: management necessarily was required to apply judgment in evaluating the cost-benefit relationship of possible controls and procedures.
+Added: We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that the information required to be disclosed in reports that we
+Added: file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We have designed our disclosure controls and procedures to reach a level of reasonable assurance of achieving the desired control objectives.
10 unchanged sentences
The Audit Committee of the Company’s Board of Directors is an “audit committee” for purposes of Section 3(a)(58)(A) of the Securities Exchange Act of 1934.
−Removed: The members of the Audit Committee consist of the following three outside independent directors:
−Removed: Timothy Olson (Chairman), Richard McHugh and Kristina Bourget.
+Added: The members of the Audit Committee consist of the following four outside independent directors:
+Added: Timothy Olson (Chairman), Richard McHugh, Kristina Bourget and Kathleen Skarvan.
EXECUTIVE COMPENSATION
48 unchanged sentences
(incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 21, 2018 (File No.
−Removed: 3.4 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2 filed on June 30, 2006 (File No.
−Removed: 333-135527) pursuant to Section 5 of the Securities Act of 1933 and incorporated herein by reference.)
−Removed: 3.5 Amendment to the Bylaws of the Registrant (incorporated by reference to Exhibit 99.1 to the Company's Form 8-K dated December 20, 2013, filed on December 26, 2013 (file No.
−Removed: 3.6 Amendment to the Bylaws of Citizens Community Bancorp, Inc.
−Removed: dated April 23, 2020 (incorporated by reference Exhibit 3.1 to the Company’s current report on Form 8-K filed on April 28, 2020 (file No.
−Removed: 3.7 Amendment to the Bylaws of Citizens Community Bancorp, Inc.
−Removed: dated June 10, 2021 (incorporated by reference Exhibit 3.1 to the Company’s current report on Form 8-K filed on June 6, 2021 (file No.
+Added: 3.4 Amended and Restated Bylaws of the Registrant dated January 23, 2023 (filed herewith).
4.1 Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company's annual report on Form 10-K filed on March 10, 2020 (File No.
4 unchanged sentences
4.5 Form of Subordinated Note (incorporated by reference to Exhibit 4.2 to the Company’s current report on Form 8-K filed on August 27, 2020 (File No.
+Added: 4.6 Form of Subordinated Note Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed on March 14, 2022 (File No.
+Added: 4.7 Form of Subordinated Note (incorporated by reference to Exhibit 4.2 to the Company’s current report on Form 8-K filed on March 14, 2022 (File No.
+Added: 4.8 Form of Global Subordinated Note (incorporated by reference to Exhibit 4.3 to the Company’s current report on Form 8-K filed on March 14, 2022 (File No.
10.1+ Citizens Community Bancorp, Inc.
9 unchanged sentences
10.5+ First Amendment to Citizens Community Bancorp, Inc.
−Removed: 2018 Equity Incentive Plan (filed Herewith).
+Added: 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company's Form 10-K filed on March 2, 2022 (File No.
10.6+ Form of Restricted Stock Agreement under the Citizens Community Bancorp, Inc.
11 unchanged sentences
10.11+ Form of Citizens Community Bancorp, Inc.
−Removed: Long Term Incentive Plan Award Agreement for Time-Based Restricted Shares (filed herewith).
+Added: Long Term Incentive Plan Award Agreement for Time-Based Restricted Shares (incorporated by reference to Exhibit 10.11 to the Company's Form 10-K filed on March 2, 2022 (File No.
10.12+ Form of Citizens Community Bancorp, Inc.
−Removed: Long Term Incentive Plan Award Agreement for Performance-Based Restricted Shares (filed herewith).
+Added: Long Term Incentive Plan Award Agreement for Performance-Based Restricted Shares (incorporated by reference to Exhibit 10.12 to the Company's Form 10-K filed on March 2, 2022 (File No.
10.13+ Securities Purchase Agreement between the Citizens Community Bancorp, Inc.
11 unchanged sentences
10.19+ Note Modification Agreement, dated October 20, 2021, to the Business Note, dated October 22, 2020 issued by Citizens Community Bancorp, Inc.
−Removed: to Chippewa Valley Bank (filed herewith).
+Added: to Chippewa Valley Bank (incorporated by reference to Exhibit 10.19 to the Company's Form 10-K filed on March 2, 2022 (File No.
10.20 + Second Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A., and Stephen Bianchi, dated as of November 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on November 4, 2019 (File No.
2 unchanged sentences
10.22+ Addendum No.
−Removed: 1 to the Second Amended and Restated Executive Employment Agreement with Stephen Addendum No.
1 to the Second Amended and Restated Executive Employment Agreement with Stephen Bianchi, dated April 23, 2020 (incorporated by reference Exhibit 10.1 to the Company’s current report on Form 8-K filed on April 28, 2020 (File No.
2 unchanged sentences
1 to the Amended and Restated Executive Employment Agreement with James Broucek, dated April 23, 2020 (Incorporated by reference Exhibit 10.2 to the Company’s current report on Form 8-K filed on April 28, 2020 (File No.
+Added: 10.24+ Third Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A., and Stephen Bianchi, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on August 4, 2022 (File No.
+Added: 10.25+ Second Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A.
+Added: Broucek, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on August 4, 2022 (File No.
+Added: 10.26 Business Note Renewal, Dated August 1, 2022, issued by Citizens Community Bancorp, Inc.
+Added: to Chippewa Valley Bank (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 7, 2022 (File No.
21 Subsidiaries of the Company as of December 31, 202 2 (filed herewith).
27 unchanged sentences
March 7, 2023 By:
−Removed: /s/ Michael L.
−Removed: March 2, 2022 By:
+Added: /s/ Kristina M.
March 7, 2023 By:
2 unchanged sentences
March 7, 2023 By:
−Removed: /s/ Kristina M.
−Removed: March 2, 2022 By:
/s/ Timothy L.
March 7, 2023 By:
+Added: /s/ Kathleen S.
+Added: March 7, 2023 By:
+Added: /s/ Michael L.
+Added: March 7, 2023 By:
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
1 unchanged sentence
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.