Shareholder Vote

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): June 4, 2019   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.) 2900 Esperanza Crossing, Austin, Texas 78758 (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. ☐   Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Class A Common Stock CIA New York Stock Exchange   Item 5.07 Submission of Matters to a Vote of Security Holders. On June 4, 2019, Citizens, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s Class A shareholders voted on three proposals and cast their votes as described below. As previously disclosed, the Company’s Class B common stock (the “Class B Shares”), which is solely held by the Harold E. Riley Trust (the “Trust”), has not yet transferred to the Harold E. Riley Foundation (the “Foundation”), pending certain required state insurance regulatory approvals for changes of control. Consequently, the Trust, of which the estate of our founder, Harold E. Riley, is trustee, has voting control over the Class B Shares. Prior to the Annual Meeting, the Trust notified the Company that it would not vote the Class B Shares at the Annual Meeting. Proposal 1 – Election of Directors Class A Directors The individuals listed below were elected at the Annual Meeting to serve as the Company’s Class A directors until the next annual meeting of shareholders or until their respective successors are duly elected and qualified: Name For Against Abstain Broker Non-Votes Christopher W. Claus 6,831,700 213,561 3,919,398 2,878,818 Jerry D. Davis, Jr. 7,224,732 114,970 3,624,957 2,878,818 Francis A. Keating II 7,024,354 313,069 3,627,236 2,878,818 Gerald W. Shields 5,476,885 1,567,350 3,920,432 2,878,818 Class B Directors The Class B Shares elect a simple majority of the Board. Prior to the Annual Meeting, the Trust notified the Company that it would not vote the Class B Shares at the Annual Meeting, which meant that no Class B directors were elected by the Class B shareholders at the Annual Meeting. Pursuant to the Company’s Third Amended and Restated Bylaws, each current Class B director will remain in office until his or her successor shall be duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal. The current Class B directors are Dr. E. Dean Gage, Dr. Terry S. Maness, Dr. Robert B. Sloan, Jr., Grant G. Teaff and Constance K. Weaver. Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP as Independent Auditor Class A shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2019. For: 10,219,318 Against: 13,242 Abstain: 3,610,917 Broker Non-Votes: N/A Proposal 3 – Advisory Vote to Approve Executive Compensation Class A shareholders did not approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2019 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. For: 2,935,531 Against: 3,670,386 Abstain: 4,358,742 Broker Non-Votes: 2,878,818 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     President and Chief Executive Officer Date: June 5, 2019