UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  April 23, 2020

CITIZENS COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of incorporation)
001-33003
 
20-5120010
(Commission File Number)
 
(I.R.S. Employer Identification No.)

2174 EastRidge Center, Eau Claire,
Wisconsin
 
 
54701
(Address of Principal Executive Offices)
 
(Zip Code)

715-836-9994
(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):
  
 o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 o
 
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(s)
Name of each exchange on which registered
Common Stock, $.01 par value per share
CZWI
NASDAQ Global Market SM

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.

On April 23, 2020, Citizens Community Bancorp, Inc., a Maryland corporation (the “Company”), together with its wholly-owned subsidiary, Citizens Community Federal, N.A. (the “Bank”), entered into Addendum No. 1 to the Second Amended and Restated Executive Employment Agreement dated November 1, 2019 (the “Bianchi Employment Agreement”) with Stephen Bianchi, Chairman, President and CEO (the “Bianchi Addendum”), and an Addendum No. 1 to the Amended and Restated Executive Employment Agreement dated November 1, 2019 (the “Broucek Employment Agreement” and with the Bianchi Employment Agreement the “Employment Agreements”) with James S. Broucek, Chief Financial Officer (the “Broucek Addendum” and with the Bianchi Addendum, the “Addenda”). The purpose of the Addenda is to provide Mssrs. Bianchi and Broucek with enhanced retention arrangements that are more in line with the executive retention arrangements in place at the Company’s peers. Capitalized terms used, and not defined herein, have the meanings provided in the Employment Agreements.

The Bianchi Addendum provides that in the event of a Change in Control, in the event of his termination of employment and subject to certain conditions, Mr. Bianchi would be eligible to receive:

•
Increased from 200%, a payment equal to 250% of his annual salary at the time of termination, plus the amount of a pro-rated incentive award pursuant to the terms of the Bank’s Executive Short Term Incentive Plan (calculated as provided in the Addenda); and

•
Increased from 18 months, continued participation in the Company’s medical and dental plans with the full monthly premiums to be paid by the Company for up to 30 months.

The Broucek Addendum provides that in the event of a Change in Control, in the event of his termination of employment and subject to certain conditions, Mr. Broucek would be eligible to receive:

•
Increased from 125%, a payment equal to 200% of his annual salary at the time of termination, plus the amount of a pro-rated incentive award pursuant to the terms of the Bank’s Executive Short Term Incentive Plan (calculated as provided in the Addenda); and

•
Increased from 15 months, continued participation in the Company’s medical and dental plans with the full monthly premiums to be paid by the Company for up to 24 months.

The foregoing description of the Addenda does not purport to be complete and is subject to and qualified in its entirety by the full text of such Addenda, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.





Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 23, 2020, the Company approved an amendment (the “Amendment”) to Article I, Section 10 of its bylaws (the “Bylaws”). Before the Amendment, the Bylaws provided that the Company was opted out of the Maryland Control Share Acquisition Act. In general, the Maryland Control Share Acquisition Act limits an “acquiring shareholder’s” right to vote any shares that constitute control shares and are acquired without the approval of two thirds of the Company’s stockholders. Pursuant to the Amendment, the Company is, for a period of 18 months from April 23, 2020 through October 23, 2021, opting into the Maryland Control Share Acquisition Act. Under the Amendment, the board of directors of the Company can, prior to an acquisition of shares that constitute control shares, grant voting rights to the control shares.

The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by the full text of such Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 9.01.  Financial Statements and Exhibits.

(d)    Exhibits.  The following exhibit is being furnished herewith:




    




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
CITIZENS COMMUNITY BANCORP, INC.
 
 
 
Date: April 28, 2020
 
By:
 
/s/ James S. Broucek
 
 
 
 
James S. Broucek
 
 
 
 
Chief Financial Officer





Exhibit 3.1

AMENDMENT TO THE BYLAWS OF
 
CITIZENS COMMUNITY BANCORP, INC.


Effective as of April 23, 2020, the Board of Directors of Citizens Community Bancorp, Inc. (the “Corporation”) hereby amends ARTICLE I - STOCKHOLDERS, Section 10 – CONTROL SHARE ACQUISITION ACT of the Bylaws of the Corporation and restates such Section in its entirety as follows:

Section 10. CONTROL SHARE ACQUISITION ACT.
 
Notwithstanding any other provision of the Charter of the Corporation or these Bylaws, Title 3, Subtitle 7 of the MGCL or any successor statute (the “Control Share Acquisition Act”) shall not apply to any acquisition on or after April 23, 2020 and on or before October 23, 2021 by any person (as defined in the MGCL) of shares of stock of the Corporation if such acquisition has been approved, in advance, by a majority of the directors of the Corporation who are not Associates (as defined in the Control Share Acquisition Act) of such person. Notwithstanding any other provision of the Charter of the Corporation or these Bylaws, the Control Share Acquisition Act shall not apply to any acquisition after October 23, 2021 by any person of shares of stock of the Corporation. This Section 10 may be repealed, in whole or in part, at any time, whether before or after an acquisition of Control Shares (as defined in the Control Share Acquisition Act) and, upon such repeal, the Control Share Acquisition Act may, to the extent provided by any successor bylaw, apply to any prior or subsequent Control Share Acquisition (as defined in the Control Share Acquisition Act).





Exhibit 10.1
ADDENDUM NO. 1 TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This Addendum No. 1 is made this 23rd day of April, 2020 (the “Effective Date”), to the Second Amended and Restated Executive Employment Agreement between by and between Citizens Community Bancorp, Inc., a Maryland corporation, (the “Holding Company”) and its wholly-owned subsidiary, Citizens Community Federal, N.A., a national banking association (the “Bank”) (collectively, the “Company”), and Stephen M. Bianchi (“Executive”), dated November 1, 2019 (the “Employment Agreement”).
WHEREAS, the Employment Agreement in its Section 5(d) provides for the payment of certain benefits to Executive in the event that, following a Change in Control, Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason (as those terms are defined in the Employment Agreement); and
WHEREAS, the Company and Executive mutually agree that certain terms of Section 5(d) of the Employment Agreement should be modified; and
WHEREAS, the Company and Executive agree that the other terms of the Employment Agreement are unaffected by this Addendum No. 1 and will remain in full force and effect.
NOW, THEREFORE, in consideration of the foregoing, and of Section 15 of the Employment Agreement regarding amendments thereto, the parties agree as follows:
1.    Section 5(d)(iii) of the Employment Agreement is hereby superseded and replaced to state:
a payment equal to two hundred fifty percent (250%) of (A) the Executive’s annual Salary at the time of termination and (B) the greater of (x) the amount of a pro-rated incentive award pursuant to the terms of the Bank’s Executive Short Term Incentive Plan for the plan year in which the termination occurs at Level II (i.e. Plan) or actual performance versus Plan if higher at the time of termination or (y) a pro-rated amount of the average Executive Short Term Incentive Plan awards, if any, that Executive received for the two plan years immediately prior to the plan year in which termination occurs; and
2.    Section 5(d)(iv) of the Employment Agreement is hereby superseded and replaced to state:
provided that Executive or his spouse or dependents timely elect continuation coverage under a group health plan of the Company pursuant to the requirements of Section 4980B of the Code, as amended, and any similar applicable law, (“COBRA”),

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continued participation in the Company’s medical and dental plans with the full monthly premiums to be paid by the Company until the earlier of (A) Executive’s eligibility for coverage under another employer’s group health plan, (B) termination of Executive’s rights to continuation coverage under COBRA, or (C) thirty (30) months following the termination of Executive’s employment with the Company. Executive agrees and acknowledges that the period of coverage under such plans shall run concurrently with such plans’ obligations to provide continuation coverage pursuant to COBRA, and that this subsection shall not extend such plans’ obligations to provide continuation coverage under COBRA. In the event that Executive timely elects COBRA continuation and remains covered under the Company’s group health plan, but his right to COBRA continuation terminates under (B) above due to expiration of the maximum COBRA continuation period, and is not extended after 18 months of coverage, then the Company will at that time pay Executive a lump sum amount equal to twelve (12) months of Executive’s monthly COBRA premiums, which he may direct toward future health insurance premium payments.
3.    The provisions of this Addendum are hereby incorporated into and made a part of the Employment Agreement. Except as expressly modified herein, all other terms and provisions set forth in the Employment Agreement shall remain in full force and effect and shall not otherwise be affected by this Addendum.

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IN WITNESS WHEREOF, the parties have duly executed this Addendum No. 1 as of the Effective Date.
STEPHEN M. BIANCHI

/s/ Stephen M. Bianchi                                

CITIZENS COMMUNITY BANCORP, INC.        

By: /s/ Michael L. Swenson                                
     Michael L Swenson
     Director

CITIZENS COMMUNITY FEDERAL, N.A.


By: /s/ Michael L. Swenson                                
     Michael L. Swenson
     Director



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Exhibit 10.2

ADDENDUM NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This Addendum No. 1 is made this 23rd day of April, 2020 (the “Effective Date”), to the Amended and Restated Executive Employment Agreement between by and between Citizens Community Bancorp, Inc., a Maryland corporation, (the “Holding Company”) and its wholly-owned subsidiary, Citizens Community Federal, N.A., a national banking association (the “Bank”) (collectively, the “Company”), and James S. Broucek (“Executive”), dated November 1, 2019 (the “Employment Agreement”).
WHEREAS, the Employment Agreement in its Section 5(d) provides for the payment of certain benefits to Executive in the event that, following a Change in Control, Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason (as those terms are defined in the Employment Agreement); and
WHEREAS, the Company and Executive mutually agree that certain terms of Section 5(d) of the Employment Agreement should be modified; and
WHEREAS, the Company and Executive agree that the other terms of the Employment Agreement are unaffected by this Addendum No. 1 and will remain in full force and effect.
NOW, THEREFORE, in consideration of the foregoing, and of Section 15 of the Employment Agreement regarding amendments thereto, the parties agree as follows:
1.    Section 5(d)(iii) of the Employment Agreement is hereby superseded and replaced to state:
a payment equal to two hundred percent (200%) of (A) the Executive’s annual Salary at the time of termination and (B) the greater of (x) the amount of a pro-rated incentive award pursuant to the terms of the Bank’s Executive Short Term Incentive Plan for the plan year in which the termination occurs at Level II (i.e. Plan) or actual performance versus Plan if higher at the time of termination or (y) a pro-rated amount of the average Executive Short Term Incentive Plan awards, if any, that Executive received for the two plan years immediately prior to the plan year in which termination occurs; and
2.    Section 5(d)(iv) of the Employment Agreement is hereby superseded and replaced to state:
provided that Executive or his spouse or dependents timely elect continuation coverage under a group health plan of the Company pursuant to the requirements of

1


Section 4980B of the Code, as amended, and any similar applicable law, (“COBRA”), continued participation in the Company’s medical and dental plans with the full monthly premiums to be paid by the Company until the earlier of (A) Executive’s eligibility for coverage under another employer’s group health plan, (B) termination of Executive’s rights to continuation coverage under COBRA, or (C) twenty-four (24) months following the termination of Executive’s employment with the Company. Executive agrees and acknowledges that the period of coverage under such plans shall run concurrently with such plans’ obligations to provide continuation coverage pursuant to COBRA, and that this subsection shall not extend such plans’ obligations to provide continuation coverage under COBRA. In the event that Executive timely elects COBRA continuation and remains covered under the Company’s group health plan, but his right to COBRA continuation terminates under (B) above due to expiration of the maximum COBRA continuation period, and is not extended after 18 months of coverage, then the Company will at that time pay Executive a lump sum amount equal to six (6) months of Executive’s monthly COBRA premiums which he may direct toward future health insurance premium payments.
3.    The provisions of this Addendum are hereby incorporated into and made a part of the Employment Agreement. Except as expressly modified herein, all other terms and provisions set forth in the Employment Agreement shall remain in full force and effect and shall not otherwise be affected by this Addendum.

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IN WITNESS WHEREOF, the parties have duly executed this Addendum No. 1 as of the Effective Date.
JAMES S. BROUCEK

/s/ James S. Broucek                                

CITIZENS COMMUNITY BANCORP, INC.        

By: /s/ Michael L. Swenson                            
     Michael L. Swenson
     Director

CITIZENS COMMUNITY FEDERAL, N.A.


By: /s/ Michael L. Swenson                            
     Michael L. Swenson
     Director



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