Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
The Board of Directors ("Board") of Citizens, Inc. (the "Company") elected Cindy
Davis, J. Keith Morgan and Mary Taylor to fill the three vacancies on the Board
effective as of August 1, 2021.
Ms. Davis is a seasoned executive in the insurance industry with over 30 years
of underwriting in both the carrier and brokerage side. She is currently the
Assistant Vice President and Senior Underwriting Consultant at NFP/Partners
Financial providing underwriting expertise specializing in complex high net
worth cases, foreign nationals and offshore insurance. Previously, Ms. Davis was
the Chief Underwriter at Financial Industries Corporation (FIC) and Great
American.
Mr. Morgan has decades of experience as a senior legal executive, most recently
as Chief Legal Officer & Senior Executive VP at TIAA, a $1 trillion retirement,
insurance and asset management company. Mr. Morgan specializes in securities
law, financial regulation, international transactions and mergers and
acquisitions. He spent nearly 20 years at GE, serving as general counsel and
senior vice president of GE Commercial Finance Ltd. and GE Capital Corporation.
Before joining GE, Mr. Morgan served as the managing partner of Gibson, Dunn &
Crutcher's London, Paris, and Saudi Arabia offices. Earlier in his career, he
served in the U.S. Navy Judge Advocate General's Corps.
Ms. Taylor is a businesswoman and politician who served as the Lieutenant
Governor of Ohio from 2011 to 2018 and the Director of the Ohio Department of
Insurance from 2011-2017. Currently the Vice President for Operations and
Finance at Northeast Ohio Medical University. She is a Certified Public
Accountant and recognized tax and auditing expert with over 30 years of
experience in the public and private sector, including serving as the former
Auditor for the State of Ohio. Ms. Taylor has extensive experience in
transforming operations, implementing automation in insurance and delivering
results in complex tax cases with the IRS and the Department of Labor.
There are no arrangements or understandings between Ms. Davis, Mr. Morgan, Ms.
Taylor and any other persons pursuant to which any of the newly elected
directors was named a director of the Company. None of Ms. Davis, Mr. Morgan,
Ms. Taylor have any direct or indirect material interest in any transaction or
proposed transaction required to be reported under Item 404(a) of Regulation
S-K. Ms. Davis is not related to J.D. ("Chip") Davis, Jr., the Chairman of the
Board.
Effective August 5, 2021, Ms. Taylor will become a member of the Audit Committee
of the Board, replacing Mr. Francis Keating, Mr. Morgan will become a member of
the Investment Committee and Ms. Davis will become a member of the Nominating
and Corporate Governance Committee.
In connection with their election as directors of the Company, on August 1,
2021, each of Ms. Davis, Mr. Morgan and Ms. Taylor were granted Restricted Stock
Units with a grant value of $8,750, which is the pro-rata value granted to each
of the directors elected at the Company's annual meeting of stockholders held on
June 2, 2021.
Item 8.01 Other Events
On August 2, 2021, the Company issued a press release announcing the election of
Cindy Davis, J. Keith Morgan and Mary Taylor to fill the three vacancies on the
Board effective as of August 1, 2021.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated August 2, 2021 announcing the election of
Cindy Davis, J. Keith Morgan and Mary Taylor to fill the three
vacancies on the Board effective as of August 1, 2021.
104 Inline XBRL for the cover page of this Current Report on Form
8-K
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CITIZENS, INC. 
