8-K

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 6, 2017

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))

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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	1
Item 5.07 Submission of Matters to a Vote of Security Holders	1
Item 9.01 Financial Statements and Exhibits	1
Signature	2
Exhibit Index	3

99.1	News Release issued by Citizens, Inc. on June 9, 2017.
99.2	2017 Annual Meeting Final Certified Vote Tabulation

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 June 9, 2017, Citizens, Inc. (“Citizens”) announced the addition of Christopher (“Chris”) W. Claus and J.D. (“Chip”) Davis, Jr. to its Board of Directors.

Mr. Claus, age 56, had a 20 year career as an executive at USAA of San Antonio, Texas. From 2013 – 2014, Mr. Claus served as Executive Vice President of USAA’s Enterprise Advice Group. Prior to that, Mr. Claus served as President of USAA’s Financial Advice and Solutions Group from 2007 to 2013. From 2001 to 2006, Mr. Claus served as President of USAA’s Insurance Management Company. Mr. Claus will serve on Citizens’ Executive Committee. He also concurrently serves as Lead Director and on the Audit Committee of TrueCar (NASDAQ:TRUE), a digital automotive marketplace.

Mr. Davis, age 66, had a 40-year insurance career with National Farm Life Insurance Company (“NFLIC”) of Ft. Worth, Texas. During his career, Mr. Davis served as President, CEO and Chairman of NFLIC’s board of directors. Mr. Davis will serve on Citizens’ Compensation Committee and Executive Committee.

Subsequent to the filing and mailing of Citizens’ Proxy Statement for its 2017 Annual Meeting of Shareholders (the “Annual Meeting”), the Nominating and Corporate Governance Committee (the “Committee”) was informed that two of the Company’s existing Class B directors – Harold E. Riley and Dottie S. Riley – intended to retire from the Board upon the expiration of their current term on June 6, 2017. After interviewing and vetting various director candidates, the Committee nominated Mr. Claus and Mr. Davis as Class B directors, pending review by the sole Class B shareholder and upon election by the sole Class B shareholder at the 2017 Annual Meeting. Mr. Claus and Mr. Davis subsequently were elected to the Board of Directors at the Annual Meeting by Citizens’ sole Class B shareholder, the Harold E. Riley Trust.

There are no arrangements or understandings between either Mr. Claus or Mr. Davis and any other persons pursuant to which either Mr. Claus or Mr. Davis was named a director of the Company. Neither Mr. Claus nor Mr. Davis have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.

Citizens Board also announced its Board Committee assignments. Gerald Shields replaced Dr. E. Dean Gage as a member of Citizens Audit Committee.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 6, 2017, Citizens held its Annual Meeting of Shareholders. At the meeting, Citizens Class A shareholders elected Dr. E. Dean Gage, Gov. Francis A. Keating, Steve Shelton and Dr. Robert Sloan as directors, and Citizens Class B shareholder, elected Christopher “Chris” W. Claus, J.D. “Chip” Davis, Dr. Terry Maness, Gerald W. Shields and Grant Teaff as directors. There were no other persons nominated to serve on Citizens Board. Citizens’ shareholders also approved the compensation of its Named Executive Officers (“Say on Pay”), an annual non-binding shareholder advisory vote on executive compensation (“Say on Frequency”) and Citizens, Inc. Omnibus Incentive Plan. Further, its shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2017. The number of votes cast for, against or withheld, as well as the number of abstentions, non-votes and uncast ballots as to each matter voted upon can be found in the 2017 Annual Meeting Final Certified Vote Tabulation attached as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	News Release issued by Citizens, Inc. on June 9, 2017.
99.2	2017 Annual Meeting Final Certified Vote Tabulation

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/ Geoffrey M. Kolander
		CEO
Date: June 9, 2017

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	News Release issued by Citizens, Inc. on June 9, 2017.
99.2	2017 Annual Meeting Final Certified Vote Tabulation

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

June 9, 2017

For further information contact:

Investor Relations

(512) 837-7100

PR@citizensinc.com

CITIZENS, INC. ANNOUNCES THE ADDITION OF DISTINGUISHED

INSURANCE INDUSTRY EXECUTIVES TO ITS BOARD

AUSTIN, TX — June 9, 2017 — Citizens, Inc. (NYSE: CIA) today announced the further strengthening of its Board of Directors with the addition of Christopher (“Chris”) W. Claus and J.D. (“Chip”) Davis, Jr..

Mr. Claus provides Citizens’ Board with additional investment and insurance industry experience stemming from a distinguished 20 year career as an executive at USAA of San Antonio, Texas. Mr. Claus served as President of USAA’s, Financial Advice and Solutions Group from 2007 to 2013, where he was accountable for $3.68 Billion in Revenues and $375 Billion of Insurance in Force. Prior to that, Mr. Claus served as President of USAA’s Investment Management Company. Mr. Claus also concurrently serves as Lead Director and on the Audit Committee of TrueCar (NASDAQ:TRUE), a digital automotive marketplace.

Equally impressive is the addition of Mr. Davis to Citizens’ Board. Mr. Davis’s distinguished insurance career spans over 40 years, all of which were at National Farm Life Insurance Company (“NFLIC”) of Ft. Worth, Texas. During his extensive executive career, Mr. Davis served as President, CEO and Chairman of NFLIC’s board of directors.

Mr. Claus and Mr. Davis join Citizens’ board at a time of transition for Citizens. In February 2017, Citizens’ Board added Gerald Shields, former CIO of AFLAC, and Gov. Frank Keating, former President and CEO of the American Council of Life Insurers, the trade association for the life insurance and retirement security industry. Mr. Shields and Gov. Keating were both re-elected to their Board seats at the Citizens’ 2017 Annual Shareholders Meeting on June 6, 2017.

Dr. E. Dean Gage, Chairman of Citizens Nomination and Governance Committee, explained: “The Board has been relentless in pursuing individuals of character and distinction in our industry. Chris and Chip are ideal Board Members for Citizens. They are probing and experienced in key areas of our business. Most importantly, they understand the importance of a strong internal control environment within our Company,” emphasized Dr. Gage.

According to Dr. Robert Sloan, Chairman of Citizens Board of Directors, “Today, we have an entirely independent board of directors. Chris and Chip will have an immediate impact on the positive direction of Citizens. I personally can’t wait to work alongside each one of our directors as we serve the interests of our shareholders and policy holders.”

“This is a fantastic day for Citizens, as we achieve our objective of a fully independent board of directors,” emphasized Geoff Kolander, Citizens’ CEO, whom Citizens’ Board appointed CEO seven months ago to lead Citizens’ corporate and Executive Team transition. “One of our core values is accountability,” explained

Mr. Kolander. “We emphasize it within all levels of our organization. Our new executive team is excited to be held accountable to a board comprised of entirely independent and non-executive directors. They are all proven leaders and individuals of integrity. The net impact will be positive for our shareholders, as we continue to add talent to our executive suite and transition Citizens into a leading company within the insurance industry,” added Mr. Kolander.

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.

This press release may contain forward-looking statements as defined in the U.S. federal securities laws, which can be identified by words such as “may,” “will,” “expect,” “anticipate” or “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. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated or implied by the forward-looking statements, including the “Risk Factors” and similar disclosure described in Citizens’ Annual Report on Form 10-K for the year ended December 31, 2016, Quarterly Reports on Form 10-Q and other periodic filings with the Securities and Exchange Commission. You should not unduly rely on forward-looking statements, which speak only as of the date they are made. Citizens undertakes no duty or obligation to update or revise any forward-looking statement as a result of new information, future events or changes in the Company’s expectations. The Company also disclaims any duty to comment upon or correct information that may be contained in reports published by the investment community.

EX-99.2

Exhibit 99.2

2017 ANNUAL MEETING FINAL CERTIFIED VOTE TABULATION

Annual Meeting Date:  June 6, 2017 / Record Date:  April 12, 2017

Eligible Class A Votes:	49,080,114	Class A Quorum Total:	39,842,032    /    81.18%
Eligible Class B Votes:	1,001,714	Class B Quorum Total:	1,001,714    /    100%
Total Class A & Class B:	50,081,828	Class A & B Quorum Total:	40,843,746    /    81.55%

PROPOSAL NO. 1

ELECTION OF CLASS A DIRECTORS:

Number of Class A shares outstanding as of the Record Date: 49,080,114

PROPOSAL #1 (CLASS A DIRECTORS)	IN PERSON		BY PROXY		TOTAL
FOR:
Dr. E. Dean Gage		0		5,830,277		5,830,277
Steven F. Shelton		0		7,363,749		7,363,749
Dr. Robert B. Sloan, Jr.		0		5,899,865		5,899,865
Gov. Francis A. Keating II		0		7,368,348		7,368,348
WITHHELD:
Dr. E. Dean Gage		0		275,524		275,524
Steven F. Shelton		0		56,650		56,650
Dr. Robert B. Sloan, Jr.		0		205,583		206,583
Gov. Francis A. Keating II		0		57,595		57,595
ABSTAIN:
Dr. E. Dean Gage		0		5,197,718		5,197,718
Steven F. Shelton		0		3,883,119		3,883,119
Dr. Robert B. Sloan, Jr.		0		5,197,071		5,197,071
Gov. Francis A. Keating II		0		3,877,576		3,877,576
NON-VOTES:
Dr. E. Dean Gage		0		4,234,917		4,234,917
Steven F. Shelton		0		4,234,917		4,234,917
Dr. Robert B. Sloan, Jr.		0		4,234,917		4,234,917
Gov. Francis A. Keating II		0		4,234,917		4,234,917
UNCAST:
Dr. E. Dean Gage		0		26,262,296		26,262,296
Steven F. Shelton		0		26,262,296		26,262,296
Dr. Robert B. Sloan, Jr.		0		26,262,296		26,262,296
Gov. Francis A. Keating II		0		26,262,296		26,262,296

ELECTION OF CLASS B DIRECTORS:

Number of Class B shares outstanding as of the Record Date: 1,001,714

(CLASS B DIRECTORS)	IN PERSON		BY PROXY		TOTAL
FOR:
Christopher W. “Chris” Claus		1,001,714		0		1,001,714
J. D. “Chip” Davis, Jr.		1,001,714		0		1,001,714
Dr. Terry S. Maness		1,001,714		0		1,001,714
Gerald W. Shields		1,001,714		0		1,001,714
Grant G. Teaff		1,001,714		0		1,001,714
WITHHELD:		0		0		0
ABSTAIN:		0		0		0
NON-VOTES:		0		0		0
UNCAST:		0		0		0

PROPOSAL NO. 2

TO APPROVE A NON-BINDING ADVISORY RESOLUTION REGARDING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT:

PROPOSAL #2	IN PERSON		BY PROXY		TOTAL
FOR:		1,001,714		6,717,471		7,719,185
AGAINST:		0		45,070		45,070
ABSTAIN:		0		3,996,319		3,996,319
NON-VOTES:		0		2,555,434		2,555,434
UNCAST:		0		26,527,738		26,527,738

PROPOSAL NO. 3

TO APPROVE A NON-BINDING ADVISORY RESOLUTION REGARDING THE FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS:

PROPOSAL #3	IN PERSON		BY PROXY		TOTAL
1 YEAR		1,001,714		6,528,121		7,529,835
2 YEARS		0		39,042		39,042
3 YEARS		0		869,082		869,082
ABSTAIN:		0		3,867,152		3,867,152
NON-VOTES:		0		4,234,917		4,234,917
UNCAST:		0		26,262,418		26,262,418

PROPOSAL NO. 4

TO RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDITOR:

PROPOSAL #4	IN PERSON		BY PROXY		TOTAL
FOR:		1,001,714		11,513,022		12,514,736
AGAINST:		0		212,799		212,799
ABSTAIN:		0		3,812,472		3,812,472
NON-VOTES:		0		0		0
UNCAST:		0		26,262,439		26,262,439

PROPOSAL NO. 5

TO APPROVE THE CITIZENS, INC. OMNIBUS INCENTIVE PLAN:

PROPOSAL #5	IN PERSON		BY PROXY		TOTAL
FOR:		1,001,714		6,835,736		7,837,450
AGAINST:		0		135,013		135,013
ABSTAIN:		0		4,332,770		4,332,770
NON-VOTES:		0		4,234,917		4,234,917
UNCAST:		0		26,262,296		26,262,296