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Section 1: 8-K (8-K)

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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 26, 2019


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:

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. ☐







    





Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On April 26, 2019, Central Pacific Financial Corp. (the “Company”) held its Annual Meeting of Shareholders at which the shareholders voted upon and approved (i) the election of twelve (12) 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, 2019.

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
 
24,390,469

 
345,194

 

 
2,344,712

 
 
John C. Dean
 
24,557,417

 
178,246

 

 
2,344,712

 
 
Earl E. Fry
 
24,341,461

 
394,202

 

 
2,344,712

 
 
Wayne K. Kamitaki
 
24,664,989

 
70,674

 

 
2,344,712

 
 
Paul J. Kosasa
 
24,377,675

 
357,988

 

 
2,344,712

 
 
Duane K. Kurisu
 
24,681,050

 
54,613

 

 
2,344,712

 
 
Christopher T. Lutes
 
24,670,455

 
65,208

 

 
2,344,712

 
 
Colbert M. Matsumoto
 
24,364,188

 
371,475

 

 
2,344,712

 
 
A. Catherine Ngo
 
23,729,273

 
1,006,390

 

 
2,344,712

 
 
Saedene K. Ota
 
24,678,836

 
56,827

 

 
2,344,712

 
 
Crystal K. Rose
 
24,272,570

 
463,093

 

 
2,344,712

 
 
Paul K. Yonamine
 
24,546,962

 
188,701

 

 
2,344,712

 
 
 
 
 
 
 
 
 
 
 
2.
 
Non-binding advisory vote to approve compensation of the Company’s named executive officers (“Say-On-Pay”).
 
24,306,540

 
401,412

 
27,711

 
2,344,712

3.
 
Ratification of appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2019.
 
27,057,409

 
10,946

 
12,020

 


















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:
April 29, 2019
By: /s/ Glenn K.C. Ching
 
 
Glenn K.C. Ching
 
 
Executive Vice President, Chief Legal Officer and
 
 
Corporate Secretary



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