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)

December 24, 2018

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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Civista Bancshares, Inc. (“Civista”) announced today that, effective December 31, 2018, James E. McGookey will retire as an employee and relinquish his positions as Senior Vice President, General Counsel and Corporate Secretary of Civista and as Executive Vice President of Civista’s banking subsidiary, Civista Bank (the “Bank).

Lance A. Morrison joined Civista as Senior Vice President this fall and will assume the position of General Counsel for both Civista and the Bank upon Jim’s retirement.

A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Civista Bancshares, Inc. is a $2.1 billion financial holding company headquartered in Sandusky, Ohio and may be accessed at www.civb.com. The Company’s common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”. The Company’s depositary shares, each representing a 1/40^th ownership interest in a Series B Preferred Share, are traded on the NASDAQ Capital Market under the symbol “CIVBP”.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit 99.1 press release announcing the planned retirement of James E. McGookey

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: December 26, 2018	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President and Controller

EX-99.1

Exhibit 99.1

Civista Bancshares announces retirement of General Counsel James. E. McGookey

Sandusky, OH December 24, 2018 — Civista Bancshares, Inc. (“Civista”) (NASDAQ: CIVB) announced that Senior Vice President, General Counsel and Corporate Secretary James E. McGookey will retire on December 31, 2018. “Jim’s insight and guidance the past 16 years has been instrumental in Civista’s continued growth,” said Dennis G. Shaffer, CEO and President of Civista Bancshares, Inc. “In preparation for Jim’s retirement, Lance A. Morrison joined Civista as Senior Vice President this fall and will assume the position of General Counsel for both Civista and Civista Bank (“Bank”) upon Jim’s retirement.”

McGookey has served as Senior Vice President, General Counsel and Corporate Secretary since 2002. He was named Executive Vice President of Civista Bank in 2013 and was previously Senior Vice President and General Counsel from 2002 – 2013. Prior to joining the bank in 2002, he was a law partner in Buckingham, Lucal, McGookey & Zeiher Co., L.P.A. where he represented Civista from 2000 to 2002.

Morrison comes to Civista with over 25 years of practicing law including five years as General Counsel in the banking industry and as a judge advocate with the U.S. Naval Academy. He earned his undergraduate and law degrees from The Ohio State University.

About Civista Bancshares, Inc.

Civista Bancshares, Inc. is a $2.1 billion financial holding company headquartered in Sandusky, Ohio. The Company’s banking subsidiary, Civista Bank, operates 38 locations in Northern, Central and Southwestern Ohio, Southeastern Indiana and Northern Kentucky. Learn more about the Corporation at www.civb.com.

The Company’s common shares are traded on the NASDAQ Capital Market under the symbol “CIVB.” The Company’s depositary shares, each representing a 1/40^th ownership interest in a Series B Preferred Share, are traded on the NASDAQ Capital Market under the symbol “CIVBP.”

For additional information, contact:

Dennis G. Shaffer

President and CEO

Civista Bancshares, Inc.

888-645-4121