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CITIZENS & NORTHERN CORP. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and CITIZENS & NORTHERN CORP.’s Form 8-K, filed April 28, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 6Reported items
  • 116Asset managers
  • 845Fund votes
  • April 24, 2025Meeting date

Results at a glance

Meeting of April 24, 2025: 6 items on CITIZENS & NORTHERN CORP.’s Form 8-K, filed April 28, 2025: 6 without a stated outcome.

Material dissent

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 2024-2025 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 28, 2025 (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 24, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Proposal 1 6,339,366789,051-- --3,078,336 89%Not verified—
Leo F. Lambert 6,769,336359,081-- --3,078,336 95%Not verified—
Helen S. Santiago 6,914,154214,263-- --3,078,336 97%Not verified—
Katherine W. Shattuck 6,422,461705,956-- --3,078,336 90%Not verified—
Proposal II – Approval and Adoption of the 2024 Compensation of the Named Executive Officers Voting on the requested approval and adoption of the 2024 compensation of the named executive officers as disclosed in the proxy statement was as follows: 4,925,8782,023,566178,973 --3,078,336 71%Not verified—
Proposal III – Ratification of the appointment of the firm of Crowe LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2025. 10,066,22593,43847,090 --0 99.0%Not verified—

Source: CITIZENS & NORTHERN CORP., Form 8-K, filed with the SEC on April 28, 2025 — read the filing on EDGAR.

How asset managers voted at the CITIZENS & NORTHERN CORP. 2024-2025 meeting

Each item below shows how the 116 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 II DIRECTORS: HELEN S. SANTIAGO

No official matchDIRECTOR ELECTIONS

Combines 3 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 2,527,625 for, 1,548 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: 2,527,625WITHHOLD: 1,548
Largest asset managers voting on “ELECTION OF CLASS II DIRECTORS: HELEN S. SANTIAGO” at CITIZENS & NORTHERN CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard783,6450 00For
BlackRock645,5860 00For
Dimensional467,8000 00For
Fidelity306,3210 00For
Equitable42,2770 00For
Charles Schwab41,1250 00For
TIAA32,6540 00For
State Street26,5520 00For
QUANTITATIVE MASTER SERIES LLC24,0910 00For
BRIDGEWAY FUNDS INC19,0000 00For
WisdomTree16,2810 00For
Lincoln Financial12,3790 00For
EA Series Trust11,2170 00For
Pacific Life9,8340 00For
Global X8,5580 00For
RBC FUNDS TRUST8,2000 00For
Northern Trust7,4280 00For
AIG/SunAmerica7,3300 00For
John Hancock6,7790 00For
Brighthouse6,6800 00For
Bridge Builder Trust6,2170 00For
Voya5,9820 00For
Jackson National4,6060 00For
Nationwide4,0960 00For
ProShares4,0680 00For

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

2. ELECTION OF CLASS II DIRECTORS: KATHERINE W. SHATTUCK

No official matchDIRECTOR ELECTIONS

Combines 3 wordings of this item as funds reported it.

81% of fund votes cast · no official result

FORWITHHOLD
Details: votes by 41 asset managers

The 41 asset managers below reported 2,022,640 for, 488,807 withheld, 17,726 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: 2,022,640ABSTAIN: 17,726WITHHOLD: 488,807
Largest asset managers voting on “ELECTION OF CLASS II DIRECTORS: KATHERINE W. SHATTUCK” at CITIZENS & NORTHERN CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard783,6450 00For
BlackRock645,5860 00For
Dimensional00 0467,800Withhold
Fidelity306,3210 00For
Equitable27,9850 014,292Mixed
Charles Schwab41,1250 00For
TIAA32,6540 00For
State Street26,5520 00For
QUANTITATIVE MASTER SERIES LLC24,0910 00For
BRIDGEWAY FUNDS INC19,0000 00For
WisdomTree16,2810 00For
Lincoln Financial10,7130 01,666Mixed
EA Series Trust00 11,2170Abstain
Pacific Life9,8340 00For
Global X8,5580 00For
RBC FUNDS TRUST8,2000 00For
Northern Trust7,4280 00For
AIG/SunAmerica7,3300 00For
John Hancock5,8190 9600Mixed
Brighthouse6,6800 00For
Bridge Builder Trust6,2170 00For
Voya5,9820 00For
Jackson National00 4,6060Abstain
Nationwide4,0960 00For
ProShares4,0680 00For

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

3. ELECTION OF CLASS II DIRECTORS: LEO F. LAMBERT

No official matchDIRECTOR ELECTIONS

Combines 3 wordings of this item as funds reported it.

99.6% of fund votes cast · no official result

FOR
Details: votes by 41 asset managers

The 41 asset managers below reported 2,519,787 for, 9,034 withheld, 352 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: 2,519,787ABSTAIN: 352WITHHOLD: 9,034
Largest asset managers voting on “ELECTION OF CLASS II DIRECTORS: LEO F. LAMBERT” at CITIZENS & NORTHERN CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard783,6450 00For
BlackRock645,5860 00For
Dimensional467,8000 00For
Fidelity306,3210 00For
Equitable42,2770 00For
Charles Schwab41,1250 00For
TIAA32,6540 00For
State Street26,5500 02For
QUANTITATIVE MASTER SERIES LLC24,0910 00For
BRIDGEWAY FUNDS INC19,0000 00For
WisdomTree16,2810 00For
Lincoln Financial12,3790 00For
EA Series Trust11,2170 00For
Pacific Life9,8340 00For
Global X8,5580 00For
RBC FUNDS TRUST8,2000 00For
Northern Trust00 07,428Withhold
AIG/SunAmerica7,3300 00For
John Hancock6,7790 00For
Brighthouse6,6800 00For
Bridge Builder Trust6,2170 00For
Voya5,9820 00For
Jackson National4,6060 00For
Nationwide4,0960 00For
ProShares4,0680 00For

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

4. ELECTION OF CLASS II DIRECTORS: SUSAN E. HARTLEY

No official matchDIRECTOR ELECTIONS

Combines 3 wordings of this item as funds reported it.

80% of fund votes cast · no official result

FORWITHHOLD
Details: votes by 41 asset managers

The 41 asset managers below reported 2,009,326 for, 502,121 withheld, 17,726 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: 2,009,326ABSTAIN: 17,726WITHHOLD: 502,121
Largest asset managers voting on “ELECTION OF CLASS II DIRECTORS: SUSAN E. HARTLEY” at CITIZENS & NORTHERN CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard783,6450 00For
BlackRock645,5860 00For
Dimensional00 0467,800Withhold
Fidelity306,3210 00For
Equitable27,9850 014,292Mixed
Charles Schwab41,1250 00For
TIAA32,6540 00For
State Street26,5500 02For
QUANTITATIVE MASTER SERIES LLC24,0910 00For
BRIDGEWAY FUNDS INC19,0000 00For
WisdomTree16,2810 00For
Lincoln Financial10,7130 01,666Mixed
EA Series Trust00 11,2170Abstain
Pacific Life9,8340 00For
Global X8,5580 00For
RBC FUNDS TRUST8,2000 00For
Northern Trust7,4280 00For
AIG/SunAmerica00 07,330Withhold
John Hancock5,8190 9600Mixed
Brighthouse6,6800 00For
Bridge Builder Trust6,2170 00For
Voya00 05,982Withhold
Jackson National00 4,6060Abstain
Nationwide4,0960 00For
ProShares4,0680 00For

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

5. Proposal II – Approval and Adoption of the 2024 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 6 wordings of this item as funds reported it.

71% Majority: yes · of votes cast

FOR 71%AGAINST
FOR: 4,925,878AGAINST: 2,023,566
Details: description as filed, official tally, votes by 116 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 2024 Compensation of the Named Executive Officers Voting on the requested approval and adoption of the 2024 compensation of the named executive officers as disclosed in the prox”): 4,925,878 for, 2,023,566 against, per its Form 8-K filed April 28, 2025 (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: 71% 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: 42 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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard783,6450 00For
BlackRock645,5860 00For
Dimensional0467,800 00Against
Fidelity0306,321 00Against
Equitable27,98514,292 00Mixed
Charles Schwab041,125 00Against
TIAA32,6540 00For
State Street1626,536 00Against
QUANTITATIVE MASTER SERIES LLC24,0910 00For
BRIDGEWAY FUNDS INC019,000 00Against
WisdomTree016,281 00Against
TETON WESTWOOD FUNDS13,0000 00For
Lincoln Financial10,7131,666 00Mixed
EA Series Trust11,2170 00For
Pacific Life9,8340 00For
Global X08,558 00Against
RBC FUNDS TRUST08,200 00Against
Northern Trust07,428 00Against
AIG/SunAmerica07,330 00Against
John Hancock06,779 00Against
Brighthouse06,680 00Against
Bridge Builder Trust6,2170 00For
Voya05,982 00Against
Jackson National04,606 00Against
Nationwide4,0960 00For

Fund voting reports, all 42 managers: 1,570,647 for, 971,526 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 89 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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock527,4190 00For
GEODE CAPITAL MANAGEMENT, LLC0345,183 00Against
State Street75,946222,792 00Mixed
Northern Trust0116,467 00Against
Dimensional071,236 00Against
Citadel60,8170 00For
Renaissance050,541 00Against
MELLON INVESTMENTS Corp049,849 00Against
STIFEL NICOLAUS & CO INC \MO\048,355 00Against
Charles Schwab041,155 00Against
PNC BANK, NATIONAL ASSOCIATION041,128 00Against
Goldman Sachs37,0671,999 00Mixed
Connor, Clark & Lunn Investment Management Ltd.034,856 00Against
Nuveen34,5180 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC019,000 00Against
AllianceBernstein014,292 00Against
Vanguard11,939245 00For
REGENTS OF THE UNIVERSITY OF CALIFORNIA011,546 00Against
Point7207,792 00Against
Neuberger Berman07,624 00Against
WASHINGTON STATE INVESTMENT BOARD07,320 00Against
Lindenwold Advisors, INC06,212 00Against
Voya05,982 00Against
T. Rowe Price05,918 00Against
John Hancock05,819 00Against

Institutional-manager reports, all 89 managers: 756,618 for, 1,197,359 against. Showing the 25 largest; see all in the interactive database.

6. Proposal III – Ratification of the appointment of the firm of Crowe LLP as the Corporation's independent registered…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 10,066,225AGAINST: 93,438
Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF CROWE LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025.

CITIZENS & NORTHERN CORP.’s own tally for this item (“Proposal III – Ratification of the appointment of the firm of Crowe LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2025.”): 10,066,225 for, 93,438 against, per its Form 8-K filed April 28, 2025 (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: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 2,530,956 for, 11,217 against.

FOR
FOR: 2,530,956AGAINST: 11,217
Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF CROWE LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIR” at CITIZENS & NORTHERN CORP., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard783,6450 00For
BlackRock645,5860 00For
Dimensional467,8000 00For
Fidelity306,3210 00For
Equitable42,2770 00For
Charles Schwab41,1250 00For
TIAA32,6540 00For
State Street26,5520 00For
QUANTITATIVE MASTER SERIES LLC24,0910 00For
BRIDGEWAY FUNDS INC19,0000 00For
WisdomTree16,2810 00For
TETON WESTWOOD FUNDS13,0000 00For
Lincoln Financial12,3790 00For
EA Series Trust011,217 00Against
Pacific Life9,8340 00For
Global X8,5580 00For
RBC FUNDS TRUST8,2000 00For
Northern Trust7,4280 00For
AIG/SunAmerica7,3300 00For
John Hancock6,7790 00For
Brighthouse6,6800 00For
Bridge Builder Trust6,2170 00For
Voya5,9820 00For
Jackson National4,6060 00For
Nationwide4,0960 00For

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

Largest CITIZENS & NORTHERN CORP. shareholders voting in 2024-2025

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 15,466,068 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…”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 5.07%
2BlackRock 4.17%
3Dimensional 3.02%
4Fidelity 1.98%
5Equitable 0.27%
6Charles Schwab 0.27%
7TIAA 0.21%
8State Street 0.17%
9QUANTITATIVE MASTER SERIES LLC 0.16%
10BRIDGEWAY FUNDS INC 0.12%
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…”, 2024-2025
#Asset manager % of shares outstanding
1BlackRock 3.41%
2GEODE CAPITAL MANAGEMENT, LLC 2.23%
3State Street 1.93%
4Northern Trust 0.75%
5Dimensional 0.46%
6Citadel 0.39%
7Renaissance 0.33%
8MELLON INVESTMENTS Corp 0.32%
9STIFEL NICOLAUS & CO INC \MO\ 0.31%
10Charles Schwab 0.27%

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 2024-2025 proxy season
Holder % outstanding Disclosure
BlackRock 7.95% 13F
Vanguard Group 5.29% 13F
Dimensional Fund Advisors 3.73% 13F
Geode Capital 2.31% 13F
State Street 2.05% 13F
Northern Trust 0.86% 13F
Citadel Advisors 0.40% 13F
BNY Mellon 0.37% 13F
Renaissance Technologies 0.33% 13F
Goldman Sachs 0.29% 13F

Percentages above are of 15,466,068 shares outstanding, as reported by CITIZENS & NORTHERN CORP. on its Form 10-K dated February 24, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 24, 2025. 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 24, 2025, in the 2024-2025 proxy season, 116 asset managers reported how they voted in their SEC Form N-PX filings, covering 845 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 71% 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 28, 2025.

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

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