5 unchanged sentences
We have designed our disclosure controls and procedures to reach a level of reasonable assurance of achieving the desired control objectives.
−Removed: We carried out an evaluation as of December 31, 2022, under the supervision and with the participation of the Company’s management, including our Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.
+Added: We carried out an evaluation as of December 31, 2023, under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023 at reaching a level of reasonable assurance.
3 unchanged sentences
OTHER INFORMATION
+Added: Rule 10b5-1 Trading Plans
+Added: During the three months ended December 31, 2023, none of our Section 16 officers or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K during the covered period.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
3 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 four outside independent directors:
−Removed: Timothy Olson (Chairman), Richard McHugh, Kristina Bourget and Kathleen Skarvan.
+Added: The members of the Audit Committee consist of the following three outside independent directors:
+Added: Timothy Olson (Chairman), Kristina Bourget and Kathleen Skarvan.
EXECUTIVE COMPENSATION
36 unchanged sentences
(a)(3) Exhibits
−Removed: 2.1 Stock Purchase Agreement between Citizens Community Bancorp, Inc.
−Removed: United Bank and United Bancorporation, dated June 20, 2018 (incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on June 21, 2018 (File No.
+Added: 2.1 Stock Purchase Agreement between Citizens Community Bancorp, Inc., United Bank and United Bancorporation, dated June 20, 2018 (incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on June 21, 2018 (File No.
2.2 First Amendment to Stock Purchase Agreement by and among Citizens Community Bancorp, Inc., United Bank and United Bancorporation, dated August 13, 2018 (incorporated by reference to Exhibit 2.4 to the Company's Form 10-K filed on December 10, 2018 (File No.
8 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 Amended and Restated Bylaws of the Registrant dated January 23, 2023 (filed herewith).
+Added: 3.4 Amended and Restated Bylaws of the Registrant dated January 23, 2023 (incorporated by reference to Exhibit 3.4 to the Company's annual report on Form 10-K for the year ended December 31, 2022 filed on March 7, 2023 (File No.
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.
39 unchanged sentences
and the Purchasers provided therein, dated June 20, 2018 (incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on June 21, 2018 (File No.
+Added: 10.15+ Third Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A.
+Added: 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: 10.16+ 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: 10.17+ Addendum No.
+Added: 1 dated December 13, 2023 to the Third Amended and Restated Executive Employment Agreement dated April 21, 2022 by and between Citizens Community Federal, N.A.
+Added: and with Stephen M.
+Added: Bianchi (filed herewith).
+Added: 10.18+ Addendum No.
+Added: 1 dated December 13, 2023 to the Second Amended and Restated Executive Employment Agreement dated April 21, 2022 by and between Citizens Community Federal, N.A.
+Added: and with James S.
+Added: Broucek (filed herewith).
10.19 Business Note, dated June 26, 2019, issued by Citizens Community Bancorp, Inc.
8 unchanged sentences
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.
−Removed: 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.
−Removed: 10.21+ Second Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A., and James S.
−Removed: Broucek, dated as of November 1, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on November 4, 2019 (File No.
−Removed: 10.22+ Addendum No.
−Removed: 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.
−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: 10.23+ Addendum No.
−Removed: 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.
−Removed: 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.
−Removed: 10.25+ Second Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A.
−Removed: 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.
10.24 Business Note Renewal, Dated August 1, 2022, issued by Citizens Community Bancorp, Inc.
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.
+Added: 10.25 Business Note Renewal, Dated August 1, 2023, 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 3, 2023 (File No, 001-33003)).
+Added: 16.1 Letter, dated November 20, 2023, from Eide Bailly LLP to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Company’s Form 8-K filed on November 20, 2023 (File No.
+Added: 001-330003)).
21 Subsidiaries of the Company as of December 31, 2023 (filed herewith).
23 unchanged sentences
March 5, 2024 By:
−Removed: /s/ Richard McHugh
−Removed: Richard McHugh
+Added: /s/ Michael L.
Lead Director
2 unchanged sentences
March 5, 2024 By:
+Added: /s/ Michael Conner
+Added: Michael Conner
+Added: March 5, 2024 By:
/s/ Francis E.
5 unchanged sentences
March 5, 2024 By:
−Removed: /s/ Michael L.
−Removed: 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.