Form 8-K - Current report

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): November 9, 2023

COMMISSION FILE NUMBER: 000-16509

CITIZENS, INC.

(Exact name of registrant as specified in its charter)


Colorado						84-0755371
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

11815 Alterra Pkwy, Suite 1500, Austin, TX 78758

(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:


Class A Common Stock	CIA	New York Stock Exchange
(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). ☐

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.

On November 9, 2023, the Board of Directors (the “Board”) of Citizens, Inc. (“Citizens” or the “Company”) approved an amendment (the “Amendment”) to the Executive Employment Agreement (the “Employment Agreement”), by and between the Company and Gerald W. Shields, who has served as the Company’s Chief Executive Officer since January 1, 2022. The Initial Term of the Employment Agreement was set to expire on December 31, 2023, but the term was extended to June 30, 2024 pursuant to the terms of the Amendment. The Board is engaged in a search to find a successor Chief Executive Officer and thus approved the Amendment in order to allow the Board to complete its search and facilitate a smooth transition from Mr. Shields to the new Chief Executive Officer.

The Amendment, which is effective January 1, 2024, extends the term of the Employment Agreement to June 30, 2024 (the “Extended Term”) and provides for the following compensation during the Extended Term:

Base Salary. Total base salary of $400,000 for the 6-month period.

Incentive-Based Compensation. In addition to the Base Salary, during the Extended Term, the Executive shall be eligible to earn the following:

(i)a cash bonus in an amount up to $300,000 (“Annual Bonus”); and

(ii)a grant of restricted stock units ("RSUs") in an amount up to $125,000 (“Equity Incentive”), both to be earned based on the degree to which the pay-for-performance goals established by the Board for the 2024 fiscal year have been satisfied. Any Annual Bonus earned shall be paid and Equity Incentive earned shall be granted no later than March 31, 2025, notwithstanding the termination of the Extended Term and Executive’s employment with the Company.

RSUs. The Amendment provides that all unvested RSUs granted during the Initial Term shall automatically vest at the end of the Extended Term. Any RSUs granted pursuant to the above Equity Incentive shall automatically vest on March 31, 2025.

All other terms of the Employment Agreement remain in full force and effect.

The foregoing description is not a complete description of the Amendment and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference in this Item 5.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Amendment, dated November 9, 2023, to Executive Employment Agreement by and between Citizens, Inc. and Gerald W. Shields.

104 Inline XBRL for the cover page of this Current Report on Form 8-K

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

Vice President and Chief Legal Officer

Date: November 15, 2023

Exhibit 10.1

AMENDMENT TO

EXECUTIVE EMPLOYMENT AGREEMENT

This AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment”) is entered into on the 9th day of November, 2023, by and between Citizens, Inc., a Colorado corporation (the “Company”), and Gerald W. Shields (the “Executive”) (each, a “Party” and together, the “Parties”). This Amendment amends the Executive Employment Agreement (“Agreement”) between the Parties effective as of January 1, 2022.

WHEREAS, Executive has served as Chief Executive Officer of the Company since January 1, 2022; and

WHEREAS, pursuant to the terms of the Agreement, Executive’s employment under the Agreement terminates on December 31, 2023, subject to automatic renewal for additional one (1) year periods unless and until either Party provides the other Party with not less than ninety (90) days’ notice of such Party’s intent not to renew (the “Non-renewal Notice”); and

WHEREAS, since the Initial Term ends on December 31, 2023, the Board is engaged in a search to find a successor Chief Executive Officer; and

WHEREAS, neither party provided a Non-renewal Notice, which automatically extends the Agreement for a period of one year; and

WHEREAS, in order to allow the Board to complete its search and in order to facilitate a smooth transition from Executive to the new Chief Executive Officer, the Company and Executive desire to amend the term of the Agreement and certain other terms and conditions, as set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.Section 1 of the Agreement, Term, shall be amended and restated as follows:

“1. Term. Unless earlier terminated in accordance with Section 5 of the Agreement, the Initial Term shall end on December 31, 2023 and Executive’s employment hereunder shall be extended to June 30, 2024 (the period from January 1, 2024 through June 30, 2024 is referred to as the “Extended Term”).”

2.Position and Duties. Unless otherwise agreed to by Executive and the Company, during the Extended Term, Executive shall continue to serve as the Company’s Chief Executive Officer and shall have the duties set forth in the Agreement. Additionally, Executive shall assist in facilitating the smooth transition from Executive to the new Chief Executive Officer.

3.Compensation during the Extended Term. Notwithstanding any terms and conditions in the Agreement to the contrary, during the Extended Term, regardless of whether Executive and the Company have agreed to any changes to Executive’s position or duties, Executive shall be paid or entitled to earn the following compensation:

(a)Base Salary. During the Extended Term, the Company shall pay the Executive a total base salary of $400,000 (the “Base Salary”), payable in regular installments in accordance with the Company’s customary payroll practices.

(b)Incentive-Based Compensation. In addition to the Base Salary, during the Extended Term, the Executive shall be eligible to earn the following:

(i)a cash bonus in an amount up to $300,000 (“Annual Bonus”); and

(ii)a grant of restricted stock units (RSUs) in an amount up to $125,000 (“Equity Incentive”),

both to be earned based on the degree to which the pay-for-performance goals established by the Board for the 2024 fiscal year have been satisfied. Any Annual Bonus earned shall be paid and Equity Incentive earned shall be granted no later than March 31, 2025, notwithstanding the termination of the Extended Term and Executive’s employment with the Company.

(c)RSUs. All unvested RSUs granted during the Initial Term shall automatically vest at the end of the Extended Term. Any RSUs granted pursuant to the above Equity Incentive shall automatically vest on March 31, 2025.

4.References.

(a)All references in the Agreement to the Term shall be read to include the Extended Term.

(b)All capitalized terms used in this Amendment and not otherwise defined shall have the meanings set forth in the Agreement.

5.No Other Changes. Except as amended herein, all terms and conditions of the Agreement shall remain in full force and effect through the end of the Extended Term.

[SIGNATURES TO IMMEDIATELY FOLLOW]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.



						EXECUTIVE

						/s/Gerald W. Shields
						Gerald W. Shields

						CITIZENS, INC.

						By: /s/ Jerry D. Davis, Jr.
						Name: Jerry D. Davis, Jr.
						Title: Chairman of the Board

Cover	Nov. 09, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 09, 2023
Entity File Number	000-16509
Entity Registrant Name	CITIZENS, INC.
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	84-0755371
Entity Address, Address Line One	11815 Alterra Pkwy, Suite 1500
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78758
City Area Code	512
Local Phone Number	837-7100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	CIA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000024090
Amendment Flag	false