Strong votes at Citizens (NYSE: CIA) back pay and incentive plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Citizens, Inc. reported the results of its 2026 Annual Meeting of Shareholders. All seven director nominees were elected with strong support, each receiving more than 8.7 million votes in favor and substantial broker non-votes reported.
Shareholders also ratified Grant Thornton LLP as independent registered public accounting firm for 2026 with 10,492,944 votes for, representing 99.7% of votes cast. In advisory voting, executive compensation received 99% support with 8,766,665 votes for, while the amended and restated Omnibus Incentive Plan was approved with 98% support and 8,700,635 votes for.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Auditor ratification support: 10,492,944 votes for (99.7%)
Say-on-Pay support: 8,766,665 votes for (99%)
Omnibus Incentive Plan support: 8,700,635 votes for (98%)
+3 more
6 metrics
Auditor ratification support
10,492,944 votes for (99.7%)
Grant Thornton LLP as 2026 independent auditor
Say-on-Pay support
8,766,665 votes for (99%)
Advisory executive compensation vote
Omnibus Incentive Plan support
8,700,635 votes for (98%)
Amended and restated Omnibus Incentive Plan
Omnibus Plan opposition
94,580 votes against
Shareholder vote on Omnibus Incentive Plan
Broker non-votes on Plan
1,638,768 broker non-votes
Omnibus Incentive Plan proposal
Votes for Peter M. Carlson
8,835,113 votes for
Election of director Peter M. Carlson
Key Terms
Say-on-Pay, Omnibus Incentive Plan, Broker Non-Votes, independent registered public accounting firm
4 terms
Say-on-Pay financial
"To approve, on a non-binding advisory basis, executive compensation (“Say-On-Pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
Omnibus Incentive Plan financial
"To approve the Company's amended and restated Omnibus Incentive Plan."
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
Broker Non-Votes financial
"Mary Taylor | 8,738,930 | 115,266 | 33,637 | 1,638,768"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): June 16, 2026
COMMISSION FILE NUMBER: 000-16509
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number: (512 ) 837-7100
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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| (Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 16, 2026, the Company held its 2026 Annual Meeting of Shareholders (the "Annual Meeting"), at which a quorum was present.
As described in detail in the Company's proxy statement dated April 30, 2026 (the "Proxy Statement"), the shareholders were asked to consider and vote upon the following proposals:
1) To elect each of the 7 director nominees identified in the Proxy Statement to the Citizens, Inc. Board of Directors;
2) To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2026;
3) To approve, on a non-binding advisory basis, executive compensation (“Say-On-Pay”); and
4) To approve the Company's amended and restated Omnibus Incentive Plan.
The voting results were as follows:
Proposal 1 – Election of Directors
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Peter M. Carlson | 8,835,113 | 18,809 | 33,911 | 1,638,768 | ||||||||||
| Christopher W. Claus | 8,752,863 | 100,318 | 34,651 | 1,638,768 | ||||||||||
| Cynthia H. Davis | 8,727,837 | 124,061 | 35,935 | 1,638,768 | ||||||||||
| Michael Harwood | 8,842,962 | 7,989 | 36,881 | 1,638,768 | ||||||||||
| Sean McLaughlin | 8,849,135 | 6,648 | 32,049 | 1,638,768 | ||||||||||
| Jon Stenberg | 8,766,788 | 49,695 | 71,349 | 1,638,768 | ||||||||||
| Mary Taylor | 8,738,930 | 115,266 | 33,637 | 1,638,768 | ||||||||||
Proposal 2 – Ratification of the Appointment of Grant Thornton LLP as Independent Registered Public Accounting Firm for 2026
| For: | 10,492,944 | 99.7% | ||||||
| Against: | 1,005 | <1% | ||||||
| Abstain: | 32,651 | <1% | ||||||
| Broker Non-Votes: | N/A | N/A | ||||||
Proposal 3 – Approval, on a non-binding advisory basis, of Executive Compensation ("Say-on-Pay")
| For: | 8,766,665 | 99% | ||||||
| Against: | 83,841 | <1% | ||||||
| Abstain: | 37,327 | <1% | ||||||
| Broker Non-Votes: | 1,638,768 | N/A | ||||||
Proposal 4 – Approval of Amended and Restated Omnibus Incentive Plan
| For: | 8,700,635 | 98% | ||||||
| Against: | 94,580 | 1% | ||||||
| Abstain: | 92,618 | 1% | ||||||
| Broker Non-Votes: | 1,638,768 | N/A | ||||||
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/ Sheryl Kinlaw | ||||||||||||||||
Chief Legal Officer | |||||||||||||||||
Date: June 18, 2026
FAQ
What were the Citizens (CIA) Say-on-Pay executive compensation vote results?
Citizens’ executive compensation received high shareholder approval, with 8,766,665 votes for, representing 99% support. There were 83,841 votes against the Say-on-Pay proposal, reflecting limited opposition to the company’s current executive pay practices.
Were all Citizens (CIA) director nominees elected at the 2026 meeting?
All seven nominees, including Peter M. Carlson and Mary Taylor, were elected. Each received more than 8.7 million votes for, with relatively small numbers of votes against or abstentions, plus 1,638,768 broker non-votes reported for each director election.