UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
Pursuant to section 13 or 15(d)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
| (e) | On March 12, 2024, Civista Bancshares, Inc. entered into a Restricted Stock Award Agreement with each of its senior officers to award them restricted shares as part of their bonus based upon the Company’s 2023 results. These awards are made pursuant to the terms of the Corporation’s 2014 Incentive Plan (“Incentive Plan”). The Compensation Committee of the Board of Directors of Civista Bancshares, Inc. administers the Incentive Plan and approved the procedure for determining Restricted Stock Awards and the vesting schedule for the shares and set the grant date for the awards. The restricted shares vest over a period of three years beginning on January 2, 2025, conditioned, except in the event of the officer’s death, retirement, or a change in control of the Company, upon the officer’s continued employment with the Company. A copy of the form of the Restricted Stock Award Agreement is furnished as Exhibit 99.1 to this report and incorporated here by reference. |
The following schedule shows the 2024 Restricted Stock awarded to each of Civista Bancshares, Inc.’s named executive officers.
| Restricted Shares Awarded |
Value of Shares Awarded |
|||||||||
| Dennis G. Shaffer |
President and CEO | 4,262 | $ | 66,104 | ||||||
| Todd A. Michel |
Senior Vice President, Controller | 872 | $ | 13,525 | ||||||
| Richard J. Dutton |
Senior Vice President | 1,996 | $ | 30,958 | ||||||
| Charles A. Parcher |
Senior Vice President | 1,996 | $ | 30,958 | ||||||
| Paul J. Stark |
Senior Vice President | — | $ | 0 | ||||||
Mr. Stark, having reached the age of 62 and as permitted by the Incentive Plan, has opted to receive his incentive in cash and will not receive any shares under the Incentive Plan.
Civista Bancshares, Inc., is a $3.9 billion financial holding company headquartered in Sandusky, Ohio. Its primary subsidiary, Civista Bank, was founded in 1884 and provides full-service banking, commercial lending, mortgage, and wealth management services. Today, Civista Bank operates 43 locations across Ohio, Southeastern Indiana and Northern Kentucky. Civista Leasing & Finance, a division of Civista Bank, offers commercial equipment leasing services for businesses nationwide. Civista Bancshares’ common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”. Learn more at www.civb.com.
Item 9.01 Financial Statements and Exhibits
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: March 13, 2024 | /s/ Todd A. Michel | |||||
| Todd A. Michel, | ||||||
| Senior Vice President & Controller | ||||||
Document and Entity Information |
Mar. 12, 2024 |
|---|---|
| Cover [Abstract] | |
| Security Exchange Name | NASDAQ |
| Amendment Flag | false |
| Entity Central Index Key | 0000944745 |
| Document Type | 8-K |
| Document Period End Date | Mar. 12, 2024 |
| 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 |