Item 1.01 Entry into a Material Definitive Agreement
Information provided under Item 5.02(e) below is incorporated by reference to
the extent responsive to Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e)
On September 8, 2021, the Board of Directors ("Board") of Citizens, Inc. (the
"Company") approved the addition of a short-term incentive bonus opportunity of
up to $700,000 (the "STI Opportunity") for Mr. Gerald W. Shields, who has been
acting as Interim Chief Executive Officer of the Company since August 2020.
Prior to this approval, Mr. Shields' consulting agreement only provided for a
base salary. Given the length of time that Mr. Shields has been in this role, in
recognition of his driving the corporate goals for 2021, and in line with the
Company's pay-for-performance compensation philosophy, the Board believed that
it was in the best interests of the Company and its shareholders to allow Mr.
Shields to participate in the short-term cash incentive bonus program that had
previously been approved for the executive officers and other management of the
Company.
Accordingly, Mr. Shield's consulting agreement was amended to provide for the
STI Opportunity for acting as interim CEO in 2021. The earn-out of the STI
Opportunity may be pro-rated for the number of days in 2021 that the Consultant
acts as interim CEO if a new CEO is appointed prior to December 31, 2021. The
earn-out of the STI Opportunity will be based on the 2021 Milestones approved by
the Board of Directors for 2021.
The above summary of the amendment to Mr. Shields' consulting agreement does not
purport to be complete and is subject to, and is qualified in its entirety by,
reference to the complete text of the Amendment No. 2 to Consulting Agreement, a
copy of which will be filed as an exhibit to the Company's quarterly report on
Form 10-Q for the quarter ending September 30, 2021.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
104 Inline XBRL for the cover page of this Current Report on Form 8-K
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