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 21, 2019
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)) |
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 | CIVB | NASDAQ Capital Market | ||
| Preferred | CIVBP | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 21, 2019, the Board of Directors (the “Board”) of Civista Bancshares, Inc. (“Civista”) appointed Harry Singer to fill a vacancy on the Board created by the retirement of Allen R. Maurice. Mr. Singer has extensive experience in retail distribution and commercial real estate, and is currently President & CEO of Sandusco, Inc. and ICM Distributing Company (“ICM”), Inc., based in Twinsburg, Ohio. Mr. Singer’s term as a Civista director will commence on May 21, 2019 and continue until the 2020 Annual Meeting of Shareholders. It is expected that he will be nominated by the Board to stand for reelection at Civista’s 2020 Annual Meeting of Shareholders. Mr. Singer was also appointed to the Board’s Nominating and Corporate Governance Committee and will continue to serve as a member of the Board of Directors of Civista Bank (the “Bank”).
A copy of the press release announcing Mr. Singer’s appointment 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 $2.3 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 1/40th 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 appointment of Harry Singer to the Board of Directors
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: May 23, 2019 | /s/ Todd A. Michel |
|||||||
| Todd A. Michel, | ||||||||
| Senior Vice President and Controller | ||||||||
Exhibit 99.1
Civista Bancshares, Inc. announces appointment of Harry Singer as director.
Sandusky, Ohio, May 23, 2019 / PRNewswire / – Civista Bancshares, Inc. (NASDAQ:CIVB) (“Civista”) announced that it is adding Harry Singer to its Board of Directors. In making the announcement, Dennis G. Shaffer, Chief Executive Officer of Civista, said “We are thrilled to add Harry to the Civista Bancshares, Inc. Board. He has been a valued member of the bank board for five years and brings with him both commercial real estate and retail experience in the Cleveland, Ohio market. He will be an asset to both boards.”
Mr. Singer responded, “I am honored to join the Board of Civista Bancshares, Inc. I have greatly enjoyed my almost five years of serving on the Board of Civista Bank and have come to greatly admire our organization’s Board and management team that has, I believe, built a platform that positions Civista to continue to meet the financial services needs of the communities that we serve while delivering superior shareholder returns. I hope my experience and perspective as an owner/operator of a middle market business will contribute to our strategic decision-making process.”
Mr. Singer, is currently President and CEO of Sandusco, Inc. and ICM Distributing Company (“ICM”), Inc., Twinsburg, Ohio. Sandusco owns and manages retail shopping centers in Sandusky and Fremont, Ohio and Auburn, Indiana. ICM, 100% owned by Sandusco, is a wholesale distributor of health and beauty care products, cosmetics, school supplies, energy drinks, dorm-room supplies, computer and cell phone accessories, toys and games and other general merchandise to retail markets throughout the United States. Sandusco formerly owned Arrow Distributing Company, a wholesale distributor of pre-recorded music and movies. Mr. Singer is a 1977 graduate of Emory University, where he received his B.A. in Economics and History, and a 1981 graduate of Indiana University, where he received his M.B.A. in Finance and Administration. He serves as an Advisor or Trustee of several Boards in his community
Mr. Singer will also serve on Civista’s Nominating and Corporate Governance Committee and will continue to serve on the Board of Directors of Civista Bank.
About Civista Bancshares, Inc.
Civista Bancshares, Inc. is a $2.3 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.
Civista Bancshares, Inc. 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 1/40th ownership interest in a Series B Preferred Share, are traded on the NASDAQ Capital Market under the symbol “CIVBP”.
This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Civista. For these statements, Civista claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this press release should be considered in conjunction with the other information available about Civista, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Civista’ reports filed with the Securities and Exchange Commission, including those described in “Item 1A Risk Factors” of Part I of Civista’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Civista does not undertake, and specifically disclaims any obligation, to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.
For additional information, contact:
Dennis G. Shaffer
President and CEO
Civista Bancshares, Inc.
888-645-4121