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CITIZENS & NORTHERN CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and CITIZENS & NORTHERN CORP.’s Form 8-K, filed April 30, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 6Reported items
  • 111Asset managers
  • 795Fund votes
  • April 25, 2024Meeting date

Results at a glance

Meeting of April 25, 2024: 6 items on CITIZENS & NORTHERN CORP.’s Form 8-K, filed April 30, 2024: 6 without a stated outcome.

Material dissent

  • Robert G. Loughery 79% of votes cast Outcome not stated Under 80%

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CITIZENS & NORTHERN CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by CITIZENS & NORTHERN CORP.

These tallies are CITIZENS & NORTHERN CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 30, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CITIZENS & NORTHERN CORP. — official shareholder meeting results, meeting held April 25, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Proposal 1 5,641,2661,315,849-- --3,534,727 81%Not verified—
Terry L. Lehman 6,586,613370,501-- --3,534,727 95%Not verified—
Robert G. Loughery 5,520,8461,436,270-- --3,534,726 79%Not verified—
Frank G. Pellegrino 6,629,302327,813-- --3,534,727 95%Not verified—
Proposal II – Approval and Adoption of the 2023 Compensation of the Named Executive Officers Voting on the requested approval and adoption of the 2023 compensation of the named executive officers as disclosed in the proxy statement was as follows: 5,475,9511,208,990273,934 --3,532,967 82%Not verified—
Proposal III – Ratification of the appointment of the firm of Baker Tilly US, LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2024 Voting on the requested ratification of the appointment of the firm of Ba 10,108,01290,52468,369 --224,936 99.1%Not verified—

Source: CITIZENS & NORTHERN CORP., Form 8-K, filed with the SEC on April 30, 2024 — read the filing on EDGAR.

How asset managers voted at the CITIZENS & NORTHERN CORP. 2023-2024 meeting

Each item below shows how the 111 asset managers that disclosed a CITIZENS & NORTHERN CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CITIZENS & NORTHERN CORP.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. ELECTION OF CLASS I DIRECTORS: Bobbi J. Kilmer

No official matchDIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

78% of fund votes cast · no official result

FORWITHHOLD
Details: votes by 41 asset managers

The 41 asset managers below reported 1,828,329 for, 512,934 withheld, 15,445 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 1,828,329ABSTAIN: 15,445WITHHOLD: 512,934
Largest asset managers voting on “ELECTION OF CLASS I DIRECTORS: Bobbi J. Kilmer” at CITIZENS & NORTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard718,4460 00For
BlackRock576,5140 00For
Dimensional00 0423,018Withhold
Fidelity302,0910 00For
WisdomTree45,2180 00For
Charles Schwab40,5860 00For
Equitable26,9350 012,572Mixed
TIAA35,3310 00For
State Street70 027,970Withhold
QUANTITATIVE MASTER SERIES LLC25,9560 00For
Lincoln Financial13,0130 01,666Mixed
Invesco00 013,764Withhold
RBC FUNDS TRUST8,2000 00For
John Hancock00 7,7720Abstain
AIG/SunAmerica00 07,432Withhold
Voya00 07,406Withhold
Northern Trust7,2830 00For
Bridge Builder Trust6,7240 00For
Global X6,6850 00For
Pacific Life6,4580 00For
Jackson National00 4,6060Abstain
Nationwide00 04,187Withhold
Brighthouse00 03,768Withhold
SEI3,5400 00For
Allianz00 3,0670Abstain

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

2. ELECTION OF CLASS I DIRECTORS: Frank G. Pellegrino

No official matchDIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

FOR
Details: votes by 41 asset managers

The 41 asset managers below reported 2,356,707 for, 1 withheld. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 2,356,707WITHHOLD: 1
Largest asset managers voting on “ELECTION OF CLASS I DIRECTORS: Frank G. Pellegrino” at CITIZENS & NORTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard718,4460 00For
BlackRock576,5140 00For
Dimensional423,0180 00For
Fidelity302,0910 00For
WisdomTree45,2180 00For
Charles Schwab40,5860 00For
Equitable39,5070 00For
TIAA35,3310 00For
State Street27,9760 01For
QUANTITATIVE MASTER SERIES LLC25,9560 00For
Lincoln Financial14,6790 00For
Invesco13,7640 00For
RBC FUNDS TRUST8,2000 00For
John Hancock7,7720 00For
AIG/SunAmerica7,4320 00For
Voya7,4060 00For
Northern Trust7,2830 00For
Bridge Builder Trust6,7240 00For
Global X6,6850 00For
Pacific Life6,4580 00For
Jackson National4,6060 00For
Nationwide4,1870 00For
Brighthouse3,7680 00For
SEI3,5400 00For
Allianz3,0670 00For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

3. ELECTION OF CLASS I DIRECTORS: Robert G. Loughery

No official matchDIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

78% of fund votes cast · no official result

FORWITHHOLD
Details: votes by 41 asset managers

The 41 asset managers below reported 1,834,810 for, 506,453 withheld, 15,445 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 1,834,810ABSTAIN: 15,445WITHHOLD: 506,453
Largest asset managers voting on “ELECTION OF CLASS I DIRECTORS: Robert G. Loughery” at CITIZENS & NORTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard718,4460 00For
BlackRock576,5140 00For
Dimensional00 0423,018Withhold
Fidelity302,0910 00For
WisdomTree45,2180 00For
Charles Schwab40,5860 00For
Equitable26,9350 012,572Mixed
TIAA35,3310 00For
State Street70 027,970Withhold
QUANTITATIVE MASTER SERIES LLC25,9560 00For
Lincoln Financial13,0130 01,666Mixed
Invesco13,7640 00For
RBC FUNDS TRUST8,2000 00For
John Hancock00 7,7720Abstain
AIG/SunAmerica00 07,432Withhold
Voya00 07,406Withhold
Northern Trust00 07,283Withhold
Bridge Builder Trust6,7240 00For
Global X6,6850 00For
Pacific Life6,4580 00For
Jackson National00 4,6060Abstain
Nationwide00 04,187Withhold
Brighthouse00 03,768Withhold
SEI3,5400 00For
Allianz00 3,0670Abstain

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

4. ELECTION OF CLASS I DIRECTORS: Terry L. Lehman

No official matchDIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

FOR
Details: votes by 41 asset managers

The 41 asset managers below reported 2,355,159 for, 1,549 withheld. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 2,355,159WITHHOLD: 1,549
Largest asset managers voting on “ELECTION OF CLASS I DIRECTORS: Terry L. Lehman” at CITIZENS & NORTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard718,4460 00For
BlackRock576,5140 00For
Dimensional423,0180 00For
Fidelity302,0910 00For
WisdomTree45,2180 00For
Charles Schwab40,5860 00For
Equitable39,5070 00For
TIAA35,3310 00For
State Street27,9760 01For
QUANTITATIVE MASTER SERIES LLC25,9560 00For
Lincoln Financial14,6790 00For
Invesco13,7640 00For
RBC FUNDS TRUST8,2000 00For
John Hancock7,7720 00For
AIG/SunAmerica7,4320 00For
Voya7,4060 00For
Northern Trust7,2830 00For
Bridge Builder Trust6,7240 00For
Global X6,6850 00For
Pacific Life6,4580 00For
Jackson National4,6060 00For
Nationwide4,1870 00For
Brighthouse3,7680 00For
SEI3,5400 00For
Allianz3,0670 00For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

5. Proposal II – Approval and Adoption of the 2023 Compensation of the Named Executive Officers Voting on the requested…

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 10 wordings of this item as funds reported it.

82% Majority: yes · of votes cast

FOR 82%AGAINST
FOR: 5,475,951AGAINST: 1,208,990
Details: description as filed, official tally, votes by 110 asset managers

Description as filed by funds: TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.

CITIZENS & NORTHERN CORP.’s own tally for this item (“Proposal II – Approval and Adoption of the 2023 Compensation of the Named Executive Officers Voting on the requested approval and adoption of the 2023 compensation of the named executive officers as disclosed in the prox”): 5,475,951 for, 1,208,990 against, per its Form 8-K filed April 30, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 82% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 41 asset managers voting on “TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS D” at CITIZENS & NORTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard718,4460 00For
BlackRock576,5140 00For
Dimensional0423,018 00Against
Fidelity302,0910 00For
WisdomTree45,2180 00For
Charles Schwab40,5860 00For
Equitable39,5070 00For
TIAA35,3310 00For
State Street27,9770 00For
QUANTITATIVE MASTER SERIES LLC25,9560 00For
Lincoln Financial13,0131,666 00Mixed
TETON WESTWOOD FUNDS14,0000 00For
Invesco13,7640 00For
RBC FUNDS TRUST8,2000 00For
John Hancock6,812960 00Mixed
AIG/SunAmerica7,4320 00For
Voya7,4060 00For
Northern Trust7,2830 00For
Bridge Builder Trust6,7240 00For
Global X06,685 00Against
Pacific Life6,4580 00For
Jackson National04,606 00Against
Nationwide4,1870 00For
Brighthouse3,7680 00For
SEI03,540 00Against

Fund voting reports, all 41 managers: 1,924,444 for, 446,242 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 80 asset managers voting on “TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS D” at CITIZENS & NORTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock445,0120 00For
GEODE CAPITAL MANAGEMENT, LLC312,8450 00For
Renaissance65,0410 00For
Dimensional061,686 00Against
PNC BANK, NATIONAL ASSOCIATION051,161 00Against
STIFEL NICOLAUS & CO INC \MO\48,8630 00For
Charles Schwab40,5860 00For
Nuveen35,5060 00For
MELLON INVESTMENTS Corp29,4000 00For
State Street27,9510 00For
Northern Trust24,1160 00For
Neuberger Berman019,961 00Against
Invesco18,4530 00For
AllianceBernstein12,5720 00For
Vanguard12,3900 00For
Rhumbline9,5290 00For
Voya7,4060 00For
CIBC Private Wealth Group LLC6,8370 00For
John Hancock6,8350 00For
Lindenwold Advisors, INC06,212 00Against
WASHINGTON STATE INVESTMENT BOARD05,622 00Against
NEW YORK STATE COMMON RETIREMENT FUND05,603 00Against
Goldman Sachs5,3530 00For
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM04,335 00Against
SEI03,887 00Against

Institutional-manager reports, all 80 managers: 1,148,251 for, 176,458 against. Showing the 25 largest; see all in the interactive database.

6. Proposal III – Ratification of the appointment of the firm of Baker Tilly US, LLP as the Corporation's independent…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 10,108,012AGAINST: 90,524
Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF BAKER TILLY US, LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.

CITIZENS & NORTHERN CORP.’s own tally for this item (“Proposal III – Ratification of the appointment of the firm of Baker Tilly US, LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2024 Voting on the requested ratificat”): 10,108,012 for, 90,524 against, per its Form 8-K filed April 30, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 2,370,708 for.

FOR
FOR: 2,370,708
Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF BAKER TILLY US, LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCO” at CITIZENS & NORTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard718,4460 00For
BlackRock576,5140 00For
Dimensional423,0180 00For
Fidelity302,0910 00For
WisdomTree45,2180 00For
Charles Schwab40,5860 00For
Equitable39,5070 00For
TIAA35,3310 00For
State Street27,9770 00For
QUANTITATIVE MASTER SERIES LLC25,9560 00For
Lincoln Financial14,6790 00For
TETON WESTWOOD FUNDS14,0000 00For
Invesco13,7640 00For
RBC FUNDS TRUST8,2000 00For
John Hancock7,7720 00For
AIG/SunAmerica7,4320 00For
Voya7,4060 00For
Northern Trust7,2830 00For
Bridge Builder Trust6,7240 00For
Global X6,6850 00For
Pacific Life6,4580 00For
Jackson National4,6060 00For
Nationwide4,1870 00For
Brighthouse3,7680 00For
SEI3,5400 00For

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

Largest CITIZENS & NORTHERN CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 15,378,065 shares outstanding at the time of that meeting.

Fund voting reports: top CITIZENS & NORTHERN CORP. shareholders by shares voted on “TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF THE COMPANY'S NAMED…”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 4.67%
2BlackRock 3.75%
3Dimensional 2.75%
4Fidelity 1.96%
5WisdomTree 0.29%
6Charles Schwab 0.26%
7Equitable 0.26%
8TIAA 0.23%
9State Street 0.18%
10QUANTITATIVE MASTER SERIES LLC 0.17%
Institutional-manager reports: top CITIZENS & NORTHERN CORP. shareholders by shares voted on “TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF THE COMPANY'S NAMED…”, 2023-2024
#Asset manager % of shares outstanding
1BlackRock 2.89%
2GEODE CAPITAL MANAGEMENT, LLC 2.03%
3Renaissance 0.42%
4Dimensional 0.40%
5PNC BANK, NATIONAL ASSOCIATION 0.33%
6STIFEL NICOLAUS & CO INC \MO\ 0.32%
7Charles Schwab 0.26%
8Nuveen 0.23%
9MELLON INVESTMENTS Corp 0.19%
10State Street 0.18%

Reported CITIZENS & NORTHERN CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

CITIZENS & NORTHERN CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock 7.73% 13F
Vanguard Group 5.35% 13F
Dimensional Fund Advisors 3.49% 13F
Geode Capital 2.17% 13F
State Street 1.99% 13F
Northern Trust 0.88% 13F
BNY Mellon 0.62% 13F
Renaissance Technologies 0.40% 13F
Charles Schwab 0.26% 13F
Nuveen 0.23% 13F

Percentages above are of 15,378,065 shares outstanding, as reported by CITIZENS & NORTHERN CORP. on its Form 10-K dated February 29, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CITIZENS & NORTHERN CORP.’s 10-K dated February 29, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At CITIZENS & NORTHERN CORP.'s shareholder meeting held April 25, 2024, in the 2023-2024 proxy season, 111 asset managers reported how they voted in their SEC Form N-PX filings, covering 795 separate fund positions. Their filings are grouped here into 6 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF THE COMPANY'S NAMED… — FOR was 82% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: CITIZENS & NORTHERN CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on April 30, 2024.

CITIZENS & NORTHERN CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.