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)

July 26, 2022

CIVISTA BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Ohio	001-36192	34-1558688
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer I.D. No.)

100 East Water Street,

P.O. Box 5016, Sandusky, Ohio 44870

(Address of principal executive offices)

Registrant’s telephone number, including area code: (419) 625-4121

Not Applicable

(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)

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

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 July 26, 2022, the Board of Directors (the “Board”) of Civista Bancshares, Inc. (“Civista”) appointed Lorina Wise to fill a vacancy on the Board created by the retirement of Thomas Depler. Mrs. Wise has practiced law for thirty-eight years and has worked with large corporations on labor and employment matters for over twenty-five years. Mrs. Wise’s term as a Civista director will commence on July 26, 2022 and continue until the 2023 Annual Meeting of Shareholders. It is expected that she will be nominated by the Board to stand for reelection at Civista’s 2023 Annual Meeting of Shareholders. Mrs. Wise will also serve as a member of the board of directors of Civista Bank (the “Bank”). Committee appointments will be determined in the near future.

For her service as a director Mrs. Wise will receive, on a pro rata basis, the director retainer compensation described in Civista’s 2022 proxy statement. Directors of Civista are not paid any fees for their service on Civista’s Board. Rather, each non-employee director of the Bank receives a retainer, which is paid in Civista stock, for service on the board of directors of the Bank. Members of the Bank’s board of directors also receive meeting fees for each Bank board of director and committee meeting attended.

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

Item 9.01 Financial Statements and Exhibits

(d)    Exhibit 99.1 press release announcing the appointment of Lorina Wise to the Board of Directors

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: July 27, 2022	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President and Controller

EX-99.1

Exhibit 99.1

Civista Bancshares, Inc. announces appointment of Lorina Wise as director.

Sandusky, Ohio, July 27, 2022 /PRNewswire/– Civista Bancshares, Inc. (NASDAQ:CIVB) (“Civista”) announced that it is adding Lorina Wise to its board of directors. In making the announcement, Dennis G. Shaffer, Chief Executive Officer of Civista, said “We are thrilled to have the opportunity to add a director with the background of Lorina Wise. She will bring broad experience and expertise that will be valuable as Civista continues to grow.”

Mrs. Wise responded, “I look forward to taking on this new role as a director with an organization, board, and management team that represent the highest standards in the banking industry.”

Mrs. Wise, currently Chief Human Resources Officer at Nationwide Children’s Hospital in Columbus, Ohio, and has also served in the roles of Deputy General Counsel, Assistant Corporate Secretary and Associate General Counsel. From January 2009 until June 2012, Mrs. Wise was Senior Director of International Human Resources and Enterprise Risk Management at Carnegie Mellon University. Prior to joining Carnegie Mellon University, Mrs. Wise served for ten years in the roles of VP, General Counsel and Privacy Officer and Children’s Community Pediatrics Corporate Secretary and Associate Counsel at UPMC Children’s Hospital of Pittsburgh. Mrs. Wise also served as the City of Pittsburgh’s Associate City Solicitor for the six years.

Mrs. Wise is a 1981 graduate of The Johns Hopkins University and a 1984 graduate of University of Pittsburgh School of Law. Mrs. Wise resides in Reynoldsburg, Ohio and has served on the Boards of the Central Ohio YMCA and Big Brothers Big Sisters.

Mrs. Wise will also serve on the board of directors of Civista Bank. Appointment to Civista’s committees will be made in the near future.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include: management plans relating to the merger transaction with Comunibanc, any statements of the plans and objectives of management for future operations, products or services, any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “seek”, “plan”, “will”, “would”, “target” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions or negatives of these words. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Civista does not assume any duty and does not undertake to update any forward-looking statements. Because forward-looking statements are by their nature, to different degrees, uncertain and subject to assumptions, actual results or future events could differ, possibly materially, from those that Civista anticipated in its forward-looking statements, and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under Item 1A “Risk Factors” in Civista’s Annual Report on Form 10-K for the year ended December 31, 2021, and those disclosed in Civista’s other periodic reports filed with the Securities and Exchange Commission (the “SEC”).

About Civista Bancshares, Inc.

Civista Bancshares, Inc. is a $3.0 billion financial holding company headquartered in Sandusky, Ohio. Prior to the merger with Comunibanc Corp., Civista’s banking subsidiary, Civista Bank, operated 36 locations in Northern, Central and Southwestern Ohio, Southeastern Indiana and Northern Kentucky. Upon completion of the merger with Comunibanc Corp., Civista will be an approximately $3.4 billion financial holding company, and Civista Bank will operate an additional seven locations in Northwestern Ohio. Additional information on Civista may be accessed at www.civb.com, but information at that website is not part of this press release nor is it part of any filing by Civista with the Securities and Exchange Commission. Civista’s common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”.

Contact Information

Dennis G. Shaffer

Chief Executive Officer & President

Civista Bancshares, Inc.

dgshaffer@civb.com

(888) 645-4121

XML

Document and Entity Information	Jul. 26, 2022
Cover [Abstract]
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000944745
Document Type	8-K
Document Period End Date	Jul. 26, 2022
Entity Registrant Name	CIVISTA BANCSHARES, INC.
Entity Incorporation State Country Code	OH
Entity File Number	001-36192
Entity Tax Identification Number	34-1558688
Entity Address, Address Line One	100 East Water Street
Entity Address, Address Line Two	P.O. Box 5016
Entity Address, City or Town	Sandusky
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44870
City Area Code	(419)
Local Phone Number	625-4121
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common
Trading Symbol	CIVB
Entity Emerging Growth Company	false