UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
Pursuant to section 13 or 15(d)
of The Securities Exchange Act of 1934
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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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 5.07 Submission of Matters to a Vote of Security Holders
Civista Bancshares, Inc. held its annual meeting of shareholders on April 16, 2024, for the purpose of considering and voting on the following proposals. Summaries of the voting results are included following the description of each matter.
1.) To elect ten (10) directors to serve one-year terms expiring in 2025.
| Director Candidate |
For |
Withheld |
Broker | |||
| Darci L. Congrove |
10,273,765.29 | 154,528.45 | 2,510,543.00 | |||
| Mark Macioce |
10,284,134.79 | 144,158.95 | 2,510,543.00 | |||
| Julie A. Mattlin |
10,286,311.42 | 141,982.32 | 2,510,543.00 | |||
| James O. Miller |
10,255,985.79 | 172,307.95 | 2,510,543.00 | |||
| Dennis E. Murray, Jr. |
10,221,038.79 | 207,254.95 | 2,510,543.00 | |||
| Mary Patricia Oliver |
9,994,452.42 | 433,841.32 | 2,510,543.00 | |||
| Clyde A. Perfect, Jr. |
10,019,475.92 | 408,817.82 | 2,510,543.00 | |||
| Dennis G. Shaffer |
10,253,462.42 | 174,831.32 | 2,510,543.00 | |||
| Harry Singer |
10,091,840.42 | 336,453.32 | 2,510,543.00 | |||
| Nathan E. Weaks |
10,193,438.79 | 234,854.95 | 2,510,543.00 | |||
| Lorina W. Wise |
9,977,120.92 | 451,172.82 | 2,510,543.00 | |||
| Gerald B. Wurm |
10,332,349.42 | 95,944.32 | 2,510,543.00 |
Each of the nominees was elected.
2.) To consider and vote upon a non-binding advisory resolution to approve the compensation of the Corporation’s named executives as disclosed in the proxy statement for the annual meeting.
| For |
Against |
Abstain |
Broker | |||
| 9,640,244.09 |
500,704.26 | 287,345.05 | 2,510,543.00 |
The proposal passed.
3.) To ratify the appointment of FORVIS, LLP as the independent registered public accounting firm of the Corporation for the fiscal year ending December 31, 2023.
| For |
Against |
Abstain |
Broker | |||
| 12,756,711.37 |
162,720.37 | 19,405.00 | — |
The proposal passed.
4.) To consider and vote upon a proposal to approve the Civista Bancshares, Inc. 2024 Incentive Plan.
| For |
Against |
Abstain |
Broker | |||
| 9,991,435.69 |
355,281.08 | 81,576.97 | 2,510,543.00 |
The proposal passed.
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: April 17, 2024 | /s/ Todd A. Michel | |||||
| Todd A. Michel, | ||||||
| Senior Vice President & Controller | ||||||
Document and Entity Information |
Apr. 16, 2024 |
|---|---|
| Cover [Abstract] | |
| Security Exchange Name | NASDAQ |
| Amendment Flag | false |
| Entity Central Index Key | 0000944745 |
| Document Type | 8-K |
| Document Period End Date | Apr. 16, 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 |