Citizens Community Bancorp Inc. (Form: 8-K, Received: 06/10/2021 16:37:06)

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): June 10, 2021

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, WI 54701

(Address and Zip Code of principal executive offices)

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):


☐						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 or to be 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

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

On June 10, 2021, Citizens Community Bancorp, Inc., a Maryland corporation (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 into the Maryland Control Share Acquisition Act for a period of 18 months from April 23, 2020 through October 23, 2021. 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 opted out of the Maryland Control Share Acquisition Act effective June 10, 2021.

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:


3.1			Amendment to the Bylaws of Citizens Community Bancorp, Inc. dated June 10, 2021
104			The cover page from this Current Report on Form 8-K in Inline XBRL (Extensible Business Reporting Language)

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: June 10, 2021

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 June 10, 2021, 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 by any person (as defined in the MGCL) 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).