UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
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| Item 4.01. | Change in Registrant’s Certifying Accountant. |
The Audit Committee (the “Audit Committee”) of the Board of Directors of Civista Bancshares, Inc. (“Civista”) conducted a competitive process to determine Civista’s independent registered public accounting firm for the year ending December 31, 2021. The Audit Committee invited several independent registered public accounting firms to participate in this process. Following review of proposals from the independent registered public accounting firms that participated in the process, including Civista’s current independent registered public accounting firm, the Audit Committee approved the engagement of BKD, LLP (“BKD”) as Civista’s independent registered public accounting firm for the year ending December 31, 2021 subject to completion of BKD’s standard client acceptance procedures and execution of an engagement letter.
On January 25, 2021, Civista, at the direction of the Audit Committee, notified S.R. Snodgrass, P.C. (“Snodgrass”), Civista’s current independent registered public accounting firm, that it has been dismissed as Civista’s independent registered public accounting firm effective following the completion of its audit for the year ending December 31, 2020.
Snodgrass’s reports on Civista’s consolidated financial statements as of and for the years ended December 31, 2019 and 2018 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2019 and 2018, and the interim period from January 1, 2020 through the date of this report, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between Civista and Snodgrass on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Snodgrass’s satisfaction, would have caused Snodgrass to make reference thereto in its reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1) (v)-of Regulation S-K.
Civista has requested that Snodgrass furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements in the above paragraph. A copy of Snodgrass’s letter, dated January 29, 2021 is filed as Exhibit 16.1 to this Form 8-K.
During the fiscal years ended December 31, 2019 and 2018 and the subsequent interim period from January 1, 2020 through the date of Snodgrass’s engagement, neither Civista nor anyone on its behalf consulted with BKD regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed; or the type of audit opinion that might be rendered on Civista’s financial statements, and neither a written report nor oral advice was provided to Civista that BKD concluded was an important factor considered by Civista in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d | ) | Exhibit 16.1 Letter from S.R. Snodgrass, P.C. to the Securities and Exchange Commission dated January 29, 2021 | ||
| Exhibit 104 | Cover Page Interactive File-the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||
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: January 29, 2021 | /s/ Todd A. Michel | |||||
| Todd A. Michel, | ||||||
| Senior Vice President & Controller | ||||||