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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):

April 29, 2021

 

Central Pacific Financial Corp.

(Exact name of registrant as specified in its charter)

 

Hawaii

001-31567

99-0212597

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

220 South King Street, Honolulu, Hawaii

(Address of principal executive offices)

96813

(Zip Code)

(808) 544-0500

(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 pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, No Par Value

CPF

New York Stock Exchange

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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 29, 2021, Central Pacific Financial Corp. (the “Company”) held its Annual Meeting of Shareholders at which the shareholders voted upon and approved (i) the election of eleven (11) nominees as directors; (ii) an advisory (non-binding) shareholder resolution to approve the compensation of the Company’s named executive officers (“Say-On-Pay”); and (iii) ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

The final number of votes cast for or against (withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.

												For						Against/ Withheld						Abstained						Broker Non-Vote
1.						Nominees as Directors:
						Christine H. H. Camp						21,111,033						1,293,333						—						1,725,708
						Earl E. Fry						21,476,529						927,837						—						1,725,708
						Wayne K. Kamitaki						21,715,933						688,433						—						1,725,708
						Paul J. Kosasa						21,403,317						1,001,049						—						1,725,708
						Duane K. Kurisu						21,982,373						421,993						—						1,725,708
						Christopher T. Lutes						22,021,477						382,889						—						1,725,708
						Colbert M. Matsumoto						21,615,423						788,943						—						1,725,708
						A. Catherine Ngo						21,020,406						1,383,960						—						1,725,708
						Saedene K. Ota						21,735,760						668,606						—						1,725,708
						Crystal K. Rose						21,124,150						1,280,216						—						1,725,708
						Paul K. Yonamine						21,659,647						744,719						—						1,725,708
2.						Non-binding advisory vote to approve compensation of the Company’s named executive officers (“Say-On-Pay”).						19,463,264						2,906,452						34,650						1,725,708
3.						Ratification of appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.						23,821,917						6,612						301,545						—

 

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SIGNATURES

 

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.

 

						Central Pacific Financial Corp.
						(Registrant)
Date:			May 4, 2021			/s/ Glenn K.C. Ching
						Glenn K.C. Ching
						Executive Vice President, Chief Legal Officer and
						Corporate Secretary