Citizens & Northern (CZNC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 23, 2026, to be held virtually; shareholders of record as of February 25, 2026, are eligible to vote.

• Key proposals include election of directors, advisory vote on executive compensation, and ratification of Crowe LLP as auditor.

• Proxy materials are distributed primarily online, with options for paper copies upon request.

• 2025 performance highlights include the acquisition of Susquehanna Community Financial, increased net interest income, and adjusted earnings growth, offset by higher merger-related expenses.

Voting matters and shareholder proposals

• Shareholders will vote on electing one Class II director (2-year term) and three Class III directors (3-year terms).

• Advisory (non-binding) vote on executive compensation (say-on-pay) and ratification of Crowe LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 14, 2026.

Board of directors and corporate governance

• Board consists of 11 members, classified into three classes with staggered terms.

• Nominees and continuing directors bring diverse backgrounds in banking, accounting, business, and community leadership.

• Board committees include Audit, Compensation, Governance and Nominating, Risk Management, and M&A.

• Majority of directors are independent per NASDAQ standards; independent chair structure maintained.

• Stock ownership requirements and anti-hedging policy in place for directors and executives.