CZBS Citizens Bancshares Corp (PK)

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 22, 2015 (May 18, 2015)

 

 

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 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

Effective May 18, 2015, Dr. Donald Ratajczak, PhD., 72, retired as a member of the Company’s Board of Directors. Dr. Ratajczak, a highly respected economic forecaster, founder of the Georgia State University Economic Forecasting Center, and a consulting economist at Raymond James & Associates, began his service as a director with the Company in 2003.

 

Cynthia N. Day, President and CEO of Citizens Bancshares Corporation, said, “We want to thank Dr. Ratajczak for his exemplary service, commitment and contributions to our Board and Company. Don’s insightful wisdom and presence will be truly missed and we wish him all the best in his retirement.”

 

 

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 18, 2015 (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 three (3) Class I directors to serve a three-year term expiring in 2018 were as follows:

 

Name	For	Withheld	Uncast	Broker Non-Votes
Cynthia N. Day	1,316,089	17,898	321	278,735
Ray M. Robinson	1,316,334	17,653	321	278,735
H. Jerome Russell	1,316,334	17,653	321	278,735

 

 

Votes on the proposal to ratify the appointment of Elliott Davis Decosimo, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2015 were as follows:

 

For	Against	Abstentions	Broker Non-Votes
1,597,187	9,990	5,866	—

 

 

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
1,106,689	26,340	201,279	278,735

* 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, 2015	By:	/s/ Cynthia N. Day
		Cynthia N. Day
		President & CEO