Form 8-K CITIZENS INC For: Jul 19
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): July 14, 2016
CITIZENS, INC.
(Exact name of registrant as specified in its charter)
COLORADO | 0-16509 | 84-0755371 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
400 East Anderson Lane
Austin, Texas 78752
(Address of principal executive offices) (Zip Code)
(512) 837-7100
(Registrant’s telephone number, including area code)
Not Applicable
(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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Exhibit Index | 3 | |
Ex - 99.1 News Release issued by Citizens, Inc. on July 19, 2016 |
SECTION 5 – Corporate Governance and Management
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 14, 2016, independent director Dr. Terry Maness was elected Chairman of the Audit Committee (the “Audit Committee”) of the Board of Directors of Citizens, Inc. (the “Company”) by the other members of the Audit Committee, succeeding Tim Timmerman. Dr. Maness also serves as the qualified “audit committee financial expert,” as that term is defined by the Securities and Exchange Commission, and will continue to serve on the Company’s Compensation Committee and Nominating and Corporate Governance Committee.
Effective July 14, 2016, Tim Timmerman resigned as a director and Chairman of the Audit Committee.
With the recent departures of two long-serving directors, the Board now consists of seven directors, five of which are independent, with two vacancies. The Board intends to appoint an additional existing independent director to the Audit Committee in the near term, and the Nominating and Corporate Governance Committee is undertaking a search to identify additional qualified independent directors to join the Board.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as “may,” “will,” “expect,” “anticipate”, “intends,” “continue” or comparable words. In addition, all statements other than statements of historical facts that address activities that the Company expects or anticipates will or may occur in the future are forward-looking statements. Examples of forward-looking statements may include, without limitation, statements regarding the Board’s intention to appoint additional directors to the Board and/or Audit Committee. Readers are encouraged to read the SEC reports of the Company, particularly its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, its quarterly reports on Form 10-Q and its current reports on Form 8-K, for “Risk Factors” and other meaningful cautionary language disclosing why actual results may vary materially from those expected or implied by the forward-looking statements. The Company undertakes no duty or obligation to update any forward-looking statements as a result of new information, future events or changes in the Company’s expectations. Accordingly, you should not unduly rely on these forward-looking statements. The Company also disclaims any duty to comment upon or correct information that may be contained in reports published by the investment community.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 News Release issued by Citizens, Inc. on July 19, 2016.
1
SIGNATURE
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, INC. | |||
By: | /s/ Kay E. Osbourn | ||
Kay E. Osbourn, Interim CEO and President | |||
Date: July 19, 2016 |
2
EXHIBIT INDEX
Exhibit No. Description
99.1 News Release issued by Citizens, Inc. on July 19, 2016.
3
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
July 19, 2016
For further information contact:
Investor Relations
CITIZENS, INC. ANNOUNCES ELECTION OF INDEPENDENT DIRECTOR TERRY MANESS AS AUDIT COMMITTEE CHAIR
AUSTIN, TX - July 19, 2016 -- Citizens, Inc. (NYSE: CIA) today announced that independent director Dr. Terry Maness has been elected Chairman of the Audit Committee, succeeding Tim Timmerman.
Dr. Terry S. Maness also serves as the qualified “audit committee financial expert,” as that term is defined in the rules of the SEC. Dr. Maness has served as Dean of Baylor University's Hankamer School of Business since 1997. He previously served as Associate Dean for Undergraduate Programs and as Chairman of the Department of Finance, Insurance and Real Estate. In his accomplished career, he has authored five books about financial analysis and financial management, and also a contributing author to various publications, such as Journal of Finance, Journal of Banking and Finance, Journal of Financial Education, Journal of Portfolio Management, Journal of Financial and Quantitative Analysis, Journal of Futures Markets, Journal of Cash Management and Corporate Controller.
Citizens also announced the resignation of Tim Timmerman as a director and Chairman of the Audit Committee, effective July 14, 2016. After receiving and accepting Mr. Timmerman’s resignation, Board Chairman Dr. Robert Sloan said, “On behalf of Citizens and its Board of Directors, I want to thank Tim Timmerman for the over 27 years of service he has provided to Citizens’ Board. Tim has been a valued Board member for a significant period of time and has played a critical role as our Audit Committee Chair, which is a demanding and time consuming job. His departure makes way for much needed new perspectives on our Board as we execute our business plan on behalf of our policy holders, shareholders and employees.”
Mr. Timmerman, the longest tenured Citizens Board member, thanked the Company for the opportunity to serve and expressed, “there comes a moment in everyone’s life when one needs to evaluate how much time they have to spend on things. This is one of those times. I am proud of my service at Citizens, and I remain supportive of the Board and direction of the Company.”
With the recent departures of two long-serving directors, the Board now consists of seven directors, five of which are independent, with two vacancies. The Board intends to appoint an additional existing independent director to the Audit Committee in the near term, and the Nominating and Corporate Governance Committee is undertaking a search to identify additional qualified independent directors to join the Board.
Citizens, Inc. is a financial services company listed on the New York Stock Exchange under the symbol CIA. The Company utilizes a three-pronged strategy for growth based upon worldwide sales of U.S. Dollar-denominated whole life cash value insurance policies, life insurance product sales in the U.S. and the acquisition of other U.S.-based life insurance companies.
Information herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as “may,” “will,” “expect,” “anticipate”, “intends,” “continue” or comparable words. In addition, all statements other than statements of historical facts that address activities that the Company expects or anticipates will or may occur in the future are forward-looking statements. Examples of forward-looking statements may include, without limitation, statements regarding the Board’s intention to appoint additional directors to the Board and/or Audit Committee. Readers are encouraged to read the SEC reports of the Company,
particularly its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, its quarterly reports on Form 10-Q and its current reports on Form 8-K, for “Risk Factors” and other meaningful cautionary language disclosing why actual results may vary materially from those expected or implied by the forward-looking statements. The Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in the Company’s expectations. Accordingly, you should not unduly rely on these forward-looking statements. The Company also disclaims any duty to comment upon or correct information that may be contained in reports published by the investment community.
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