8-KThe WireRoutine
Shareholder Vote
Filed Jun 8, 2018 · 8y ago · Accession 0001193125-18-187897
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2018
CITIZENS, INC.
(Exact
name of registrant as specified in its charter)
COLORADO
0-16509
84-0755371
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2900 Esperanza Crossing
Austin, Texas 78758
(Address of principal executive offices) (Zip Code)
(512) 837-7100
(Registrants telephone number, including area code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 5, 2018, Citizens, Inc. (Citizens) held its 2018 annual meeting of shareholders. At the meeting, shareholders of Citizens
Class A common stock elected as Class A directors Christopher W. Claus, Gerald W. Shields, Jerry D. Davis, Jr. and Gov. Francis A Keating II. Citizens shareholders also approved, on
a non-binding advisory basis, the compensation of Citizens Named Executive Officers. Further, Citizens shareholders ratified the appointment of Deloitte & Touche LLP as
Citizens independent registered public accounting firm for 2018. The number of votes cast for, against or withheld, as well as the number of abstentions, non-votes and uncast ballots as to each matter
voted upon can be found in the 2018 Annual Meeting Final Certified Vote Tabulation attached as Exhibit 99.1 hereto and incorporated herein by reference.
As previously disclosed, Citizens Class B common stock (the Class B Shares), which is solely held by the Harold E. Riley Trust
(the Trust), has not yet transferred to the Harold E. Riley Foundation (the Foundation), pending certain required state insurance regulatory approvals for changes of control. Consequently, the Trust, of which the estate of
our founder, Harold E. Riley, is trustee, has voting control over the Class B Shares. The Class B Shares elect a simple majority of the Board. Prior to the annual meeting, the Trust notified the Company that it would not vote the
Class B shares at the annual meeting, meaning no Class B directors were elected by the Class B shareholder. Pursuant to Citizens Third Amended and Restated Bylaws (the Bylaws), each current Class B director will
remain in office until his successor shall be duly elected and qualified or until the directors earlier death, resignation, disqualification or removal.
However, because three of the directors elected as Class B directors at the 2017 annual meeting of shareholders, Messrs. Claus, Shields and Davis, were
elected instead as Class A directors at the 2018 annual meeting, there were three Class B director vacancies following the annual meeting. In accordance with the Bylaws, if a vacant office on the board of directors was held by a director
elected by a voting group of shareholders, then the vacancy may be filled by the directors rather than the shareholders, and only a majority of the remaining directors elected by the same voting group may elect a director to fill the vacancy.
Following the election of the Class A directors and the creation of the vacancies, in accordance with the provisions of the Bylaws, the remaining Class B directors duly and unanimously elected Dr. E. Dean Gage, Dr. Robert B.
Sloan, Jr. and Constance K. Weaver, each of whom were named as Class B director-nominees in the Companys proxy statement for the annual meeting, to serve as Class B directors until the next annual meeting of shareholders at which
directors are elected.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
99.1
2018 Annual Meeting Final Certified Vote Tabulation
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CITIZENS, INC
By:
/s/ Geoffrey M. Kolander
Chief Executive Officer and President
Date: June 8, 2018
2
Filing details
- Company
- CITIZENS, INC.
- Ticker
- CIA
- CIK
- 24090
- Form type
- 8-K
- Filing date
- Jun 8, 2018
- Report date
- Jun 5, 2018
- Document
- d552133d8k.htm
- Size
- 63 KB