Item 8.01. Other Events
On July 17, 2014Citizens & Northern Corporation (the "Company") issued a press
release announcing that the Company's Board of Directors (i) declared a dividend
on its common stock; (ii) terminated its existing treasury stock repurchase
programs; and (iii) approved a new treasury stock repurchase program. The Board
of Directors declared a regular quarterly cash dividend of $0.26 per share. The
dividend is payable August 8, 2014 to shareholders of record as of July 28,
2014. Declaration of the dividend was made at the July 17, 2014 meeting of the
Corporation's Board of Directors.
Additionally, the Company's Board of Directors, at its July 17, 2014 meeting,
terminated its existing treasury stock repurchase programs, which programs were
previously announced on May 19, 2011 and September 22, 2011, and approved a new
treasury stock repurchase program. Under the new program, the Company is
authorized to repurchase up to 622,500 shares of the Company's common stock, or
approximately 5.0% of the Company's issued and outstanding shares at July 16,
2014. As permitted by securities laws and other legal requirements and subject
to market conditions and other factors, purchases under the new program may be
made from time to time in the open market at prevailing prices, or through
privately negotiated transactions.
Consistent with previous programs, the Board of Directors' July 17, 2014
authorization provides that: (1) the new treasury stock repurchase program shall
be effective when publicly announced and shall continue thereafter until
suspended or terminated by the Board of Directors, in its sole discretion; and
(2) all shares of common stock repurchased pursuant to the new program shall be
held as treasury shares and be available for use and reissuance for purposes as
and when determined by the Board of Directors including, without limitation,
pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan and its
equity compensation program.
A copy of the Company's press release announcing these actions is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated July 17, 2014