Form 8-K CENTRAL VALLEY COMMUNITY For: May 19
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 |
Date of Report: May 19, 2021
(Date of earliest event reported)
(Exact name of registrant as specified in its charter) | ||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
(Title of Each Class) | (Trading Symbol) | (Name of Each Exchange on which Registered) | ||||||||||||
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:
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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 o
Item 1.01 Entry Into A Material Definitive Agreement.
On May 19, 2021, the Executive and Directors Resource Committee of the Board of Directors of Central Valley Community Bancorp (Company) recommended to the Board of Directors (Board), and the Board approved, the grant of restricted stock awards to the directors and executive officers listed below. A total of 15,424 shares of restricted stock were granted with a grant date of May 19, 2021. The closing market price of the Company’s common stock on the grant date was $20.76 per share. The restrictions for directors will lapse upon the one-year anniversary of the grant date, and for executives the restrictions will lapse annually at the rate of 33% per year over a three-year period, each subject to 100% accelerated vesting upon a change of control of the Company. Each recipient of an award of restricted stock will enter into a restricted stock award agreement under the Company’s 2015 Omnibus Incentive Plan.
Director/Executive | Restricted Stock Award Granted | Restriction Expiration in Years | ||||||||||||
Daniel N. Cunningham, Vice Chairman | 964 | 1 | ||||||||||||
Daniel J. Doyle, Director, Chairman of the Board | 964 | 1 | ||||||||||||
F. T. (“Tommy”) Elliott, IV, Director | 964 | 1 | ||||||||||||
Robert J. Flautt, Director | 964 | 1 | ||||||||||||
James M. Ford, President, CEO and Director | 964 | 1 | ||||||||||||
Gary D. Gall, Director | 964 | 1 | ||||||||||||
Andriana D. Majarian, Director | 964 | 1 | ||||||||||||
Steven D. McDonald, Director | 964 | 1 | ||||||||||||
Louis C. McMurray, Director | 964 | 1 | ||||||||||||
Karen A. Musson, Director | 964 | 1 | ||||||||||||
Dorothea D. Silva, Director | 964 | 1 | ||||||||||||
William S. Smittcamp, Director | 964 | 1 | ||||||||||||
James M. Kim, Executive Vice President and Chief Operating Officer | 964 | 3 | ||||||||||||
David A. Kinross, Executive Vice President and Chief Financial Officer | 964 | 3 | ||||||||||||
Blaine C. Lauhon, Executive Vice President, Market Executive | 964 | 3 | ||||||||||||
A. Kenneth Ramos, Executive Vice President, Market Executive | 964 | 3 | ||||||||||||
Total | 15,424 |
Item 5.02(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Please refer to the information set forth at Item 1.01 above.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 19, 2021 Central Valley Community Bancorp held its Annual Meeting of Shareholders. The final results of voting for each matter submitted to a vote of shareholders at the meeting are as follows:
Elected Directors of the Company to serve until the 2022 Annual Meeting of Shareholders and until their successors are elected and qualified.
In the election of directors, no candidates were nominated for election as a director other than the nominees of the Board of Directors whose names were set forth in the Company’s proxy statement dated April 1, 2021. Set forth below is a tabulation of the votes cast in the election of Directors with respect to each nominee for office:
Director | Votes Cast for Election | Votes Withheld | Broker Non-Votes | |||||||||||||||||
Daniel N. Cunningham | 7,975,636 | 1,024,247 | 1,080,539 | |||||||||||||||||
Daniel J. Doyle | 6,315,082 | 2,684,801 | 1,080,539 | |||||||||||||||||
Frank T. (“Tommy”) Elliott, IV | 8,776,024 | 223,859 | 1,080,539 | |||||||||||||||||
Robert J. Flautt | 6,684,020 | 2,315,863 | 1,080,539 | |||||||||||||||||
James M. Ford | 8,641,210 | 358,673 | 1,080,539 | |||||||||||||||||
Gary D. Gall | 6,583,953 | 2,415,930 | 1,080,539 | |||||||||||||||||
Andriana D. Majarian | 8,795,566 | 204,317 | 1,080,539 | |||||||||||||||||
Steven D. McDonald | 8,027,498 | 972,385 | 1,080,539 | |||||||||||||||||
Louis McMurray | 8,010,231 | 989,652 | 1,080,539 | |||||||||||||||||
Karen A. Musson | 8,009,514 | 990,369 | 1,080,539 | |||||||||||||||||
Dorothea D. Silva | 8,780,867 | 219,016 | 1,080,539 | |||||||||||||||||
William S. Smittcamp | 7,890,159 | 1,109,724 | 1,080,539 |
The adoption of a proposal to increase the range of the size of the Board of Directors to a range of 9 to 15 persons. The resolution was ratified by the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
8,004,412 | 934,246 | 61,225 | 1,080,539 |
The ratification of the appointment of Crowe LLP for the 2021 fiscal year as the Company’s independent registered public accounting firm. The appointment was ratified by the following votes:
For | Against | Abstain | ||||||||||||
10,061,564 | 15,954 | 2,904 |
The adoption of a non-binding advisory resolution approving executive compensation. The resolution was ratified by the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
7,971,167 | 712,716 | 316,001 | 1,080,539 |
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 hereunto duly authorized.
Dated: | May 21, 2021 | CENTRAL VALLEY COMMUNITY BANCORP By: /s/ David A. Kinross David A. Kinross Executive Vice President and Chief Financial Officer (Principal Accounting Officer) |
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Discovering the Potential of Binance Coin (BNB) and Worldcoin (WLD) in 2024
- SUNMI's 3rd generation flagship products shine at CHINASHOP 2024, joining hands with numerous partners to create new business scenarios
- Unlocking Success: Strategies to Maximise Ad Returns in New Zealand's Dynamic Digital Marketing World
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!