0001127371-19-000042.txt : 20190517 0001127371-19-000042.hdr.sgml : 20190517 20190516174653 ACCESSION NUMBER: 0001127371-19-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190515 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20190517 DATE AS OF CHANGE: 20190516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL VALLEY COMMUNITY BANCORP CENTRAL INDEX KEY: 0001127371 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770539125 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31977 FILM NUMBER: 19833545 BUSINESS ADDRESS: STREET 1: 7100 N. FINANCIAL DRIVE, #101 CITY: FRESNO STATE: CA ZIP: 93720 BUSINESS PHONE: 559-323-3433 MAIL ADDRESS: STREET 1: 7100 N. FINANCIAL DRIVE, #101 CITY: FRESNO STATE: CA ZIP: 93720 8-K 1 form8-k2019annualsharehold.htm 8-K Document


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): May 15, 2019
 
CENTRAL VALLEY COMMUNITY BANCORP
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
 
 
California
 
000-31977
 
77-0539125
(State or Other
Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
7100 N. Financial Dr., Suite 101, Fresno, CA
 
93720
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:  (559) 298-1775
 
(Former Name or Former Address, if Changed Since Last Report)  Not Applicable
 
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:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            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 or Rule 12b-2 of the Securities Exchange Act of 1934 .
Emerging growth company o
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 o





Item 1.01 Entry Into A Material Definitive Agreement.
On May 15, 2019, the Executive and Directors Resource Committee of the Board of Directors of Central Valley Community Bancorp (Company) recommended to the Board of Directors (Board), and the Board approved, the grant of restricted stock awards to all the directors and executives listed below. A total of 15,000 shares of restricted stock were granted with a grant date of May 15, 2019. The closing market price of the Company’s common stock on the grant date was $19.99 per share. The restrictions for directors will lapse upon the one-year anniversary of the grant date, and for executives the restrictions will lapse annually at the rate of 33% per year over a three-year period, each subject to 100% accelerated vesting upon a change of control of the Company. Each recipient of an award of restricted stock will enter into a restricted stock award agreement under the Company’s 2015 Omnibus Incentive Plan.
Director/Executive
 
Restricted Stock Award Granted
 
Restriction Expiration in Years
Daniel N. Cunningham, Lead Independent Director
 
1,000

 
1
Edwin S. Darden, Jr., Director
 
1,000

 
1
Daniel J. Doyle, Director, Chairman of the Board
 
1,000

 
1
F. T. (“Tommy”) Elliott, IV, Director
 
1,000

 
1
Robert J. Flautt, Director
 
1,000

 
1
James M. Ford, President and CEO, Director
 
1,000

 
1
Gary D. Gall, Director
 
1,000

 
1
Steven D. McDonald, Director
 
1,000

 
1
Louis C. McMurray, Director
 
1,000

 
1
Karen A. Musson, Director
 
1,000

 
1
William S. Smittcamp, Director
 
1,000

 
1
Patrick J. Carman, Executive Vice President, Chief Credit Officer
 
1,000

 
3
Teresa Gilio, Executive Vice President, Chief Administrative Officer
 
1,000

 
3
James J. Kim, Executive Vice President, Chief Operating Officer
 
1,000

 
3
David A. Kinross, Executive Vice President, Chief Financial Officer
 
1,000

 
3
Total
 
15,000

 
 

Item 5.02(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Please refer to the information set forth at Item 1.01 above.

Item 5.07  Submission of Matters to a Vote of Security Holders
 
a.               On May 15, 2019 Central Valley Community Bancorp held its Annual Meeting of Shareholders.
 
b.              The final results of voting for each matter submitted to a vote of shareholders at the meeting are as follows:
 
Elected Directors of the Company to serve until the 2020 Annual Meeting of Shareholders and until their successors are elected and qualified.
 
In the election of directors, no candidates were nominated for election as a director other than the nominees of the Board of Directors whose names were set forth in the Company’s proxy statement dated April 1, 2019.  Set forth below is a tabulation of the votes cast in the election of Directors with respect to each nominee for office:
 

2



Director
 
Votes Cast for Election
 
Votes Withheld
 
Broker Non-Votes
Daniel N. Cunningham
 
8,910,985

 
763,551

 
1,939,294

Edwin S. Darden, Jr.
 
9,455,346

 
219,190

 
1,939,294

Daniel J. Doyle
 
9,379,117

 
295,419

 
1,939,294

Frank T. (“Tommy”) Elliott, IV
 
9,458,871

 
215,665

 
1,939,294

Robert J. Flautt
 
9,378,162

 
296,374

 
1,939,294

James M. Ford
 
9,411,864

 
262,672

 
1,939,294

Gary D. Gall
 
9,029,727

 
644,809

 
1,939,294

Steven D. McDonald
 
8,920,851

 
753,685

 
1,939,294

Louis McMurray
 
8,914,216

 
760,320

 
1,939,294

Karen A. Musson
 
9,444,027

 
230,509

 
1,939,294

William S. Smittcamp
 
8,794,835

 
879,701

 
1,939,294


The ratification of the appointment of Crowe Horwath LLP for the 2019 fiscal year as the Company’s independent registered public accounting firm.  The appointment was ratified by the following votes:
 
For
 
Against
 
Abstain
11,502,406
 
107,734
 
3,690
 
The adoption of a non-binding advisory resolution approving executive compensation. The resolution was ratified by the following votes:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
9,301,182

 
199,812

 
173,542

 
1,939,294


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 hereunto duly authorized.
 
 
Central Valley Community Bancorp
 
 
Date: May 16, 2019
By:
/s/ David A. Kinross
 
Name:
David A. Kinross
 
Title:
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)


3