NASDAQ false 0000944745 0000944745 2024-04-16 2024-04-16

 

 

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 16, 2024

 

 

Civista Bancshares, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Ohio   001-36192   34-1558688
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (IRS Employer
Identification No.)

100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870

(Address of principle executive offices)

Registrant’s telephone number, including area code: (419) 625-4121

N/A

(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))

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common   CIVB   NASDAQ Capital 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 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

Civista Bancshares, Inc. held its annual meeting of shareholders on April 16, 2024, for the purpose of considering and voting on the following proposals. Summaries of the voting results are included following the description of each matter.

1.) To elect ten (10) directors to serve one-year terms expiring in 2025.

 

Director Candidate

 

For

 

Withheld

 

Broker
Non-Vote

Darci L. Congrove

  10,273,765.29   154,528.45   2,510,543.00

Mark Macioce

  10,284,134.79   144,158.95   2,510,543.00

Julie A. Mattlin

  10,286,311.42   141,982.32   2,510,543.00

James O. Miller

  10,255,985.79   172,307.95   2,510,543.00

Dennis E. Murray, Jr.

  10,221,038.79   207,254.95   2,510,543.00

Mary Patricia Oliver

  9,994,452.42   433,841.32   2,510,543.00

Clyde A. Perfect, Jr.

  10,019,475.92   408,817.82   2,510,543.00

Dennis G. Shaffer

  10,253,462.42   174,831.32   2,510,543.00

Harry Singer

  10,091,840.42   336,453.32   2,510,543.00

Nathan E. Weaks

  10,193,438.79   234,854.95   2,510,543.00

Lorina W. Wise

  9,977,120.92   451,172.82   2,510,543.00

Gerald B. Wurm

  10,332,349.42   95,944.32   2,510,543.00

Each of the nominees was elected.

2.) To consider and vote upon a non-binding advisory resolution to approve the compensation of the Corporation’s named executives as disclosed in the proxy statement for the annual meeting.

 

For

 

Against

 

Abstain

 

Broker
Non-Vote

9,640,244.09

  500,704.26   287,345.05   2,510,543.00

The proposal passed.

3.) To ratify the appointment of FORVIS, LLP as the independent registered public accounting firm of the Corporation for the fiscal year ending December 31, 2023.

 

For

 

Against

 

Abstain

 

Broker
Non-Vote

12,756,711.37

  162,720.37   19,405.00  

The proposal passed.


4.) To consider and vote upon a proposal to approve the Civista Bancshares, Inc. 2024 Incentive Plan.

 

For

 

Against

 

Abstain

 

Broker
Non-Vote

9,991,435.69

  355,281.08   81,576.97   2,510,543.00

The proposal passed.


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 thereunto duly authorized.

 

     

Civista Bancshares, Inc.

      (Registrant)
Date: April 17, 2024      

/s/ Todd A. Michel

      Todd A. Michel,
      Senior Vice President & Controller