UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) May 19, 2014
Citizens Bancshares Corporation
(Exact name of registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation)
| 333-38509 | 58-1631302 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 75 Piedmont Avenue, NE, Atlanta, Georgia, USA | 30303 |
| (Address of principal executive offices) | (Zip Code) |
(404) 659-5959
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Citizens Bancshares Corporation (the “Company”) was held on May 19, 2014 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. The matters listed below were submitted to a vote of the Company’s shareholders and the final voting results were as follows:
Votes on the election of two (2) Class III directors, one of whom will serve a three-year term expiring in 2017, and one of whom will serve a one-year term expiring in 2015, were as follows:
| Name | For | Withheld | Abstentions | Broker Non-Votes | ||||||||||||
| Stephen A. Elmore, Sr. | 1,315,256 | 10,922 | — | 245,085 | ||||||||||||
| Donald Ratajczak | 1,319,773 | 6,405 | — | 245,085 | ||||||||||||
Votes on the proposal to approve the First Amendment to the Citizens Bancshares Corporation 2009 Long-Term Incentive Plan increasing the number of shares of common stock reserved for issuance under the Plan.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 1,045,170 | 276,455 | 4,553 | 245,085 | |||||||||||
Votes on the proposal to ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2014 were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 1,536,243 | 25,824 | 9,196 | — | |||||||||||
Votes on the proposal to approve a non-binding resolution regarding the compensation of the Company’s executive officers named in the Summary Compensation Table of the Company’s Proxy Statement for the Annual Meeting were as follows*:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 1,092,136 | 40,922 | 193,119 | 245,085 | |||||||||||
* The Company must include the non-binding resolution in its proxy statement each year as long as it is participating in the U.S. Treasury TARP CDCI Program.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CITIZENS BANCSHARES CORPORATION | |||
| Dated: May 22, 2014 | By: | /s/Cynthia N. Day | |
| Cynthia N. Day | |||
| President & CEO | |||