8-K 1 form8k.htm 8-K
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): May 23, 2019

COMMUNITY WEST BANCSHARES
(Exact name of registrant as specified in its charter)

California
000-23575
77-0446957
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

445 Pine Avenue, Goleta, California
  
93117
(Address of principal executive offices)
  
(Zip code)

(805) 692-5821
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

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
CWBC
NASDAQ

Item 5.07
Submission of Matters to a Vote of Security Holders

The Company held its 2019 Annual Meeting of Shareholders (Meeting) on May 23, 2019.  There were issued and outstanding and entitled to vote at the Annual Meeting 8,449,886 shares of common stock.  Present at the meeting, in person or by proxy, were 7,496,035 shares of common stock of the Company.  The matters set forth below were voted upon:

Proposal No. 1 – Election of Directors

The election of eight nominees for the Board of Directors who will serve for a one-year term was voted on by the shareholders.  The Inspector of Elections certified the following vote tabulations for the nominees, all of whom were elected:

 
Votes For
  
Votes
Withheld
  
Non Votes
           
Robert H. Bartlein
4,626,468
  
744,923
  
2,124,644
Jean W. Blois
4,750,563
  
620,828
  
2,124,644
Dana L. Boutain
4,940,159
  
431,232
  
2,124,644
Tom L. Dobyns
4,679,244
  
692,147
  
2,124,644
John D. Illgen
4,655,834
  
715,557
  
2,124,644
James W. Lokey
4,929,503
  
441,888
  
2,124,644
Shereef Moharram
4,944,603
  
426,788
  
2,124,644
William R. Peeples
4,618,280
  
753,111
  
2,124,644
Martin E. Plourd
5,061,155
  
310,236
  
2,124,644
Kirk B. Stovesand
4,944,603
  
426,788
  
2,124,644
 
Proposal No. 2 – Shareholder Advisory (Non-Binding) Vote on Executive Compensation

Inspector of Elections certified the following vote tabulations to approve, in a non-binding advisory vote, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement.

Votes For
  
Votes Against
  
Abstain
  
Non-Votes
             
4,540,635
  
702,946
  
127,810
  
2,124,644
 
Proposal No. 3 – Shareholder Advisory (Non-Binding) Vote on The Frequency of Shareholder Advisory Vote on Executive Compensation

The Inspector of Elections certified the following vote tabulations to approve, in a non-binding vote, the frequency of the voting on executive compensation as every three years.

1 Year
  
2 Years
  
3 Years
  
Abstain
  
Non-Votes
                 
 2,184,437
  
38,600
  
3,093,299
  
55,055
  
2,124,644

Proposal No. 4 - Ratification of the Company’s Independent Auditors

The Inspector of Elections certified the following vote tabulations for the proposal to ratify the selection of RSM US LLP, which passed with more than the required number of “for” votes:
 
Votes For
  
Votes Against
  
Abstain
  
Non-Votes
             
7,445,065
  
23,283
  
27,687
  
0

SIGNATURES

Pursuant to the requirement 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.

Date: May 24, 2019

COMMUNITY WEST BANCSHARES
  
     
By:
/s/Susan C. Thompson
  
     
 
Susan C. Thompson
  
 
Executive Vice President and
  
 
Chief Financial Officer