Citizens & Northern (NASDAQ:CZNC) shareholders on the company’s annual meeting webcast elected directors, approved an advisory executive compensation proposal, and ratified the appointment of Crowe LLP as independent auditor for 2026. Management also highlighted progress following the October 2025 completion of the merger with Susquehanna Community Bank and announced a quarterly cash dividend of $0.28 per share.
Board and meeting business
Terry Leaman, chairman of the board, called the 38th annual meeting to order and outlined the meeting agenda, which included introductions of directors, voting on three proposals, the president’s remarks, and a question-and-answer session. Glenn James, executive vice president, general counsel, and corporate secretary, reported that the notice of meeting and proxy statement were mailed to shareholders on March 13, 2026.
Leaman additionally noted that President and CEO Brad Scovill has announced plans to retire on April 30, 2027. Leaman said the board has formed a search committee and engaged outside advisors to assist in identifying the company’s next CEO.
Voting results
Shareholders of record as of Feb. 25, 2026, holding 17,910,243 shares, were entitled to vote. James confirmed that a quorum was present online or by proxy. The meeting included votes on the election of directors, a “say-on-pay” advisory proposal, and auditor ratification.
- Class III directors elected (three-year terms): Stephen M. Dorwart, J. Bradley Scovill, and Aaron K. Singer. The company reported “no less than 63.6% of the shares present or represented by proxy” voted in favor of each nominee.
- Class II director elected (two-year term): Christian C. Trate. The company reported “no less than 70.1%” voted in favor.
- Advisory vote on 2025 executive compensation: Approved, with 62.2% of shares voting in favor.
- Auditor ratification: Shareholders ratified Crowe LLP as the independent registered public accounting firm for the year ending Dec. 31, 2026, with 99% of shares voting in favor.
Management comments on 2025 performance and SCB merger integration
In prepared remarks following the business portion of the meeting, Scovill thanked Lambert for his service and described 2025 as a year of “strong results” for the company amid a changing financial services landscape.
Scovill pointed to the Oct. 1 completion of the merger with Susquehanna Community Bank (SCB) as a “significant milestone,” saying the partnership expanded the company’s footprint, added seven new offices, and brought together two community banking organizations with “strong cultural alignment.” He said the additional scale from the acquisition provides greater capacity to compete and manage volatility in the economy and in domestic and world politics.
He also cited a “material increase in fraud in the banking industry” during 2025, which required additional cybersecurity resources. Scovill said investments made over the past five years are “already paying dividends” as the companies integrate, and he said the company expects “even greater synergies in the next two to three years.”
On operating performance, Scovill said core earnings strengthened from the beginning of 2025 and were supported by “expanding net interest margin, balanced loan and deposit growth, stable credit quality, and carefully managed operating expenses.” He said net income improved in each of the first three quarters compared to the prior year, and that in the fourth quarter—excluding merger expenses—the company began to see the benefits of scale in results.
Scovill said generating and retaining core deposits remained a focus as competition for balances intensified. He said the company relied on relationship-based outreach, expanded digital tools, and personalized service to maintain liquidity and support responsible loan growth, while managing expenses in a way that still allowed continued investment in “technology, facilities, and talent.”
Systems conversion, digital investment, and community initiatives
Scovill described the integration work following the SCB deal, noting that teams worked to ensure continuity of service and clarity for employees. He said SCB colleagues were brought to Wellsboro for orientation and that the systems conversion was completed in December. Scovill said the company had resolved “most of the normal challenges faced when consolidating platforms” and is now operating as a unified organization.
He also highlighted enhancements to digital banking platforms and continued cybersecurity improvements, including fraud detection capabilities and internal systems refinements. Scovill said these investments are aimed at protecting customer information while enabling employees to spend more time on relationship-building and guidance.
Separately, Scovill marked the 10th anniversary of the company’s “Giving Back, Giving Together” program. He said that over the decade, teammates have raised nearly $1 million, donated more than 42,000 items, and volunteered almost 2,000 hours to support 245 local organizations. He said the 2025 initiative focused on honoring heroes and supporting veterans and active duty service members.
Dividend declared; no shareholder questions
Scovill said the board “earlier today” declared a regular quarterly cash dividend of $0.28 per share, payable May 15 to shareholders of record May 4.
The meeting concluded without any shareholder questions submitted during the Q&A period. Leaman adjourned the meeting after confirming there was no further business.
About Citizens & Northern (NASDAQ:CZNC)
Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, a community-oriented financial institution headquartered in Wellsboro, Pennsylvania. Chartered in 1888, the company has cultivated deep roots in north central Pennsylvania and selected counties in upstate New York, offering a broad spectrum of banking services tailored to individuals, families and local businesses.
Through its flagship banking subsidiary, Citizens & Northern provides personal deposit products such as checking and savings accounts, certificates of deposit and money market accounts.
