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CITIZENS & NORTHERN CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings. Page generated 02 October 2026.

7Reported items
112Asset managers
798Fund votes
2024-04-25Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CITIZENS & NORTHERN CORP. in the interactive database Compare manager voting policies

How asset managers voted at the CITIZENS & NORTHERN CORP. 2023-2024 meeting

Each item below shows how the 112 asset managers that disclosed a CITIZENS & NORTHERN CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CITIZENS & NORTHERN CORP.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.

SECTION 14A SAY-ON-PAY VOTES

Combines 8 wordings of this item as funds reported it.

83% fund support · no official result

FOR 83%AGAINST 17%

The 108 asset managers below cast 83% of the shares they voted on this item FOR (3,072,541 for, 621,344 against).

FOR: 3,072,541 (83.2%)AGAINST: 621,344 (16.8%)

Largest asset managers voting on “TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS D” at CITIZENS & NORTHERN CORP., 2023-2024
Asset manager	For	Against	Vote
BlackRock	1,021,526	0	For
Vanguard	730,836	0	For
Dimensional	0	484,704	Against
GEODE CAPITAL MANAGEMENT, LLC	312,845	0	For
Fidelity	302,433	0	For
Charles Schwab	81,172	0	For
Renaissance	65,041	0	For
State Street	55,928	0	For
PNC BANK, NATIONAL ASSOCIATION	0	51,161	Against
STIFEL NICOLAUS & CO INC \MO\	48,863	0	For
WisdomTree	45,218	0	For
Equitable	39,507	0	For
Nuveen	35,506	0	For
TIAA	35,331	0	For
Invesco	32,217	0	For
Northern Trust	31,399	0	For
MELLON INVESTMENTS Corp	29,400	0	For
QUANTITATIVE MASTER SERIES LLC	25,956	0	For
Neuberger Berman	0	19,961	Against
Voya	14,812	0	For
Lincoln Financial	13,013	1,666	For
John Hancock	13,647	960	For
TETON WESTWOOD FUNDS	14,000	0	For
AllianceBernstein	12,572	0	For
Rhumbline	9,529	0	For

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

2. ELECTION OF CLASS I DIRECTORS: Bobbi J. Kilmer

DIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

100% fund support · no official result

FOR 78%ABSTAIN 22%

The 41 asset managers below cast 100% of the shares they voted on this item FOR (1,828,329 for, 0 against).

FOR: 1,828,329 (77.6%)ABSTAIN: 528,379 (22.4%)

Largest asset managers voting on “ELECTION OF CLASS I DIRECTORS: Bobbi J. Kilmer” at CITIZENS & NORTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	718,446	0	For
BlackRock	576,514	0	For
Dimensional	0	423,018	Abstain
Fidelity	302,091	0	For
WisdomTree	45,218	0	For
Charles Schwab	40,586	0	For
Equitable	26,935	12,572	For
TIAA	35,331	0	For
State Street	7	27,970	Abstain
QUANTITATIVE MASTER SERIES LLC	25,956	0	For
Lincoln Financial	13,013	1,666	For
Invesco	0	13,764	Abstain
RBC FUNDS TRUST	8,200	0	For
John Hancock	0	7,772	Abstain
AIG/SunAmerica	0	7,432	Abstain
Voya	0	7,406	Abstain
Northern Trust	7,283	0	For
Bridge Builder Trust	6,724	0	For
Global X	6,685	0	For
Pacific Life	6,458	0	For
Jackson National	0	4,606	Abstain
Nationwide	0	4,187	Abstain
Brighthouse	0	3,768	Abstain
SEI	3,540	0	For
Allianz	0	3,067	Abstain

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

3. ELECTION OF CLASS I DIRECTORS: Frank G. Pellegrino

DIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.9%

The 41 asset managers below cast 100% of the shares they voted on this item FOR (2,356,707 for, 0 against).

FOR: 2,356,707 (100.0%)ABSTAIN: 1 (0.0%)

Largest asset managers voting on “ELECTION OF CLASS I DIRECTORS: Frank G. Pellegrino” at CITIZENS & NORTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	718,446	0	For
BlackRock	576,514	0	For
Dimensional	423,018	0	For
Fidelity	302,091	0	For
WisdomTree	45,218	0	For
Charles Schwab	40,586	0	For
Equitable	39,507	0	For
TIAA	35,331	0	For
State Street	27,976	1	For
QUANTITATIVE MASTER SERIES LLC	25,956	0	For
Lincoln Financial	14,679	0	For
Invesco	13,764	0	For
RBC FUNDS TRUST	8,200	0	For
John Hancock	7,772	0	For
AIG/SunAmerica	7,432	0	For
Voya	7,406	0	For
Northern Trust	7,283	0	For
Bridge Builder Trust	6,724	0	For
Global X	6,685	0	For
Pacific Life	6,458	0	For
Jackson National	4,606	0	For
Nationwide	4,187	0	For
Brighthouse	3,768	0	For
SEI	3,540	0	For
Allianz	3,067	0	For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

4. ELECTION OF CLASS I DIRECTORS: Robert G. Loughery

DIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

100% fund support · no official result

FOR 78%ABSTAIN 22%

The 41 asset managers below cast 100% of the shares they voted on this item FOR (1,834,810 for, 0 against).

FOR: 1,834,810 (77.9%)ABSTAIN: 521,898 (22.1%)

Largest asset managers voting on “ELECTION OF CLASS I DIRECTORS: Robert G. Loughery” at CITIZENS & NORTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	718,446	0	For
BlackRock	576,514	0	For
Dimensional	0	423,018	Abstain
Fidelity	302,091	0	For
WisdomTree	45,218	0	For
Charles Schwab	40,586	0	For
Equitable	26,935	12,572	For
TIAA	35,331	0	For
State Street	7	27,970	Abstain
QUANTITATIVE MASTER SERIES LLC	25,956	0	For
Lincoln Financial	13,013	1,666	For
Invesco	13,764	0	For
RBC FUNDS TRUST	8,200	0	For
John Hancock	0	7,772	Abstain
AIG/SunAmerica	0	7,432	Abstain
Voya	0	7,406	Abstain
Northern Trust	0	7,283	Abstain
Bridge Builder Trust	6,724	0	For
Global X	6,685	0	For
Pacific Life	6,458	0	For
Jackson National	0	4,606	Abstain
Nationwide	0	4,187	Abstain
Brighthouse	0	3,768	Abstain
SEI	3,540	0	For
Allianz	0	3,067	Abstain

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

5. ELECTION OF CLASS I DIRECTORS: Terry L. Lehman

DIRECTOR ELECTIONS

Combines 5 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.9%

The 41 asset managers below cast 100% of the shares they voted on this item FOR (2,355,159 for, 0 against).

FOR: 2,355,159 (99.9%)ABSTAIN: 1,549 (0.1%)

Largest asset managers voting on “ELECTION OF CLASS I DIRECTORS: Terry L. Lehman” at CITIZENS & NORTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	718,446	0	For
BlackRock	576,514	0	For
Dimensional	423,018	0	For
Fidelity	302,091	0	For
WisdomTree	45,218	0	For
Charles Schwab	40,586	0	For
Equitable	39,507	0	For
TIAA	35,331	0	For
State Street	27,976	1	For
QUANTITATIVE MASTER SERIES LLC	25,956	0	For
Lincoln Financial	14,679	0	For
Invesco	13,764	0	For
RBC FUNDS TRUST	8,200	0	For
John Hancock	7,772	0	For
AIG/SunAmerica	7,432	0	For
Voya	7,406	0	For
Northern Trust	7,283	0	For
Bridge Builder Trust	6,724	0	For
Global X	6,685	0	For
Pacific Life	6,458	0	For
Jackson National	4,606	0	For
Nationwide	4,187	0	For
Brighthouse	3,768	0	For
SEI	3,540	0	For
Allianz	3,067	0	For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

6. RATIFICATION OF THE APPOINTMENT OF BAKER TILLY US, LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.

AUDIT-RELATED

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 34 asset managers below cast 100% of the shares they voted on this item FOR (2,339,988 for, 0 against).

FOR: 2,339,988 (100.0%)

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF BAKER TILLY US, LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCO” at CITIZENS & NORTHERN CORP., 2023-2024
Asset manager	For	Vote
Vanguard	718,446	For
BlackRock	576,514	For
Dimensional	423,018	For
Fidelity	302,091	For
WisdomTree	45,218	For
Charles Schwab	40,586	For
Equitable	39,507	For
TIAA	35,331	For
State Street	27,977	For
QUANTITATIVE MASTER SERIES LLC	25,956	For
Lincoln Financial	14,679	For
TETON WESTWOOD FUNDS	14,000	For
Invesco	13,764	For
AIG/SunAmerica	7,432	For
Voya	7,406	For
Northern Trust	7,283	For
Global X	6,685	For
Pacific Life	6,458	For
Nationwide	4,187	For
Brighthouse	3,768	For
SEI	3,540	For
American Century	2,591	For
ProShares	2,566	For
DWS	2,323	For
Victory Capital	1,956	For

Showing the 25 largest of 34 asset managers. See all 34 in the interactive database.

7. Ratification the appointment of Baker Tilly US, LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2024

AUDIT-RELATED

100% fund support · no official result

FOR 100%

The 7 asset managers below cast 100% of the shares they voted on this item FOR (30,698 for, 0 against).

FOR: 30,698 (100.0%)

Largest asset managers voting on “Ratification the appointment of Baker Tilly US, LLP as the Corporation's independent registered public account” at CITIZENS & NORTHERN CORP., 2023-2024
Asset manager	For	Vote
RBC FUNDS TRUST	8,200	For
John Hancock	7,772	For
Bridge Builder Trust	6,724	For
Jackson National	4,606	For
Allianz	3,067	For
CITY NATIONAL ROCHDALE FUNDS	300	For
NORTHERN LIGHTS FUND TRUST II	29	For

Largest CITIZENS & NORTHERN CORP. shareholders voting in 2023-2024

Ranked by the number of CITIZENS & NORTHERN CORP. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 15,378,065 shares outstanding at the time of that meeting.

Top CITIZENS & NORTHERN CORP. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	BlackRock	6.64%
2	Vanguard	4.75%
3	Dimensional	3.15%
4	GEODE CAPITAL MANAGEMENT, LLC	2.03%
5	Fidelity	1.97%
6	Charles Schwab	0.53%
7	Renaissance	0.42%
8	State Street	0.36%
9	PNC BANK, NATIONAL ASSOCIATION	0.33%
10	STIFEL NICOLAUS & CO INC \MO\	0.32%

Reported CITIZENS & NORTHERN CORP. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

CITIZENS & NORTHERN CORP. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
BlackRock	7.73%	13F
Vanguard Group	5.35%	13F
Dimensional Fund Advisors	3.49%	13F
Geode Capital	2.17%	13F
State Street	1.99%	13F
Northern Trust	0.88%	13F
BNY Mellon	0.62%	13F
Renaissance Technologies	0.40%	13F
Charles Schwab	0.26%	13F
Nuveen	0.23%	13F

Percentages above are of 15,378,065 shares outstanding, as reported by CITIZENS & NORTHERN CORP. on its Form 10-K dated 2024-02-29 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CITIZENS & NORTHERN CORP.’s 10-K dated 2024-02-29. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At CITIZENS & NORTHERN CORP.'s shareholder meeting held 2024-04-25, in the 2023-2024 proxy season, 112 asset managers reported how they voted in their SEC Form N-PX filings, covering 798 separate fund positions. Their filings are grouped here into 7 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. No official Form 8-K vote tally has been matched to this meeting, so this page states no certified outcome for its most widely held ballot item. On that item — TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF THE COMPANY'S NAMED… — the reporting funds cast 83% of the shares they voted in favour (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

CITIZENS & NORTHERN CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.