Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of Citizens & Northern Corporation was held virtually on Thursday, April 20, 2023. The Board of Directors fixed the close of business on February 3, 2023 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment thereof. On this record date, there were outstanding and entitled to vote 15,550,186 shares of Common Stock with five issues proposed for vote by the stockholders. A total of 10,894,610 shares of Common Stock were present or represented by proxy at the meeting. This represented approximately 70% of the Corporation's outstanding Common Stock.

Proposal I - Election of Class III Directors

Voting for the Class III Directors elected to serve for a term of three years is summarized as follows:

Stephen M. Dorwart

Total Votes in Favor              7,145,400
Total Votes Withheld / Against      296,748
Broker Non-Votes                  3,452,461


J. Bradley Scovill

Total Votes in Favor              7,147,173
Total Votes Withheld / Against      294,975
Broker Non-Votes                  3,452,462


Aaron K. Singer

Total Votes in Favor              6,696,042
Total Votes Withheld / Against      746,105
Broker Non-Votes                  3,452,462

Proposal II - Approval and Adoption of the 2022 Compensation of the Named Executive Officers as Disclosed in the Proxy Statement

Voting on the requested approval and adoption of the 2022 compensation of the named executive officers as disclosed in the proxy statement was as follows:



Total Votes in Favor    6,305,211
Total Votes Against       911,377
Total Abstained           225,556
Broker Non-Votes        3,452,465

Proposal III - Approval and Adoption of the frequency of the advisory vote on the Compensation of the Named Executive Officers as Disclosed in the Proxy Statement

Voting on the frequency of the advisory vote on the compensation of the Named Executive Officers as disclosed in the proxy statement was as follows:



Total Votes in Favor of 1 Year     6,390,245
Total Votes in Favor of 2 Years      216,285
Total Votes in Favor of 3 Years      633,815
Total Abstained                      201,799
Broker Non-Votes                   3,452,465

Proposal IV - Approval and Adoption of the Citizens & Northern Corporaton 2023 Equity Incentive Plan

Voting on the requested approval and adoption of the Citizens & Northern Corporation 2023 Equity Incentive Plan was as follows:



Total Votes in Favor    6,855,613
Total Votes Against       439,811
Total Abstained           146,720
Broker Non-Votes        3,452,465

Proposal V - 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, 2023

Voting on the requested ratification of the appointment of the firm of Baker Tilly US, LLP as independent auditors of the Corporation was as follows:



Total Votes in Favor    10,542,533
Total Votes Against        222,737
Total Abstained            129,334
Broker Non-Votes                 0

Item 9.01 Financial Statements and Exhibits.

104 Cover Page Interactive Data File (embedded in the cover page formatted

in Inline XBRL)

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