Central Pacific Financial Corp 8-K, filed May 1, 2023

Central Pacific Financial Corp (CPF)

8-K 2023-05-01 For: 2023-04-27

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Added on April 07, 2026

About this 8-K

Central Pacific Financial Corp filed this 8-K on May 1, 2023, reporting on events of April 27, 2023.

Items reported

Item 5.02: Director or officer change, or executive pay
Item 5.07: Shareholder vote results
Item 9.01: Financial statements and exhibits

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		For	Against/ Withheld	Abstained	Broker Non-Vote
1.	Nominees as Directors:
	Christine H. H. Camp	21,073,553	1,073,986	—	2,192,127
	Earl E. Fry	20,770,557	1,376,982	—	2,192,127
	Jason R. Fujimoto	22,106,297	41,242	—	2,192,127
	Jonathan B. Kindred	21,922,368	225,171	—	2,192,127
	Paul J. Kosasa	20,470,716	1,676,823	—	2,192,127
	Duane K. Kurisu	21,219,981	927,558	—	2,192,127
	Christopher T. Lutes	21,484,332	663,207	—	2,192,127
	Arnold D. Martines	21,617,509	530,030	—	2,192,127
	A. Catherine Ngo	21,339,624	807,915	—	2,192,127
	Saedene K. Ota	21,366,173	781,366	—	2,192,127
	Crystal K. Rose	20,711,748	1,435,791	—	2,192,127
	Paul K. Yonamine	21,508,716	638,823	—	2,192,127

2.	Non-binding advisory vote to approve compensation of the Company’s named executive officers (“Say-On-Pay”).	18,768,606	3,216,666	162,267	2,192,127

3.	Frequency of Advisory Vote on Executive Cooperation:		—	81,761	2,192,127
	Annual	20,744,249
	Every Two Years	78,307
	Every Three Years	1,243,222


		For	Against/ Withheld	Abstained	Broker Non-Vote





















4.	Approval of 2023 Stock Compensation Plan	19,860,551	2,204,022	82,966	2,192,127

5.	Ratification of appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.	24,273,885	8,951	56,830	—


Exhibit No.						Document
10.1						2023 Stock Compensation Plan *
10.2						Form of Stock Option Grant Agreement *
10.3						Form of Key Employee Restricted Stock Unit Agreement *
10.4						Form of Notice of Restricted Stock Unit Grant *
10.5						Form of Key Employee Performance-Based Restricted Stock Unit Grant Agreement *
10.6						Form of Notice of Performance-Based Restricted Stock Unit Award Grant *
104						Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL.


			Central Pacific Financial Corp.
			(Registrant)



Date:	May 1, 2023	By:	/s/ Glenn K.C. Ching
			Glenn K.C. Ching
			Executive Vice President, Chief Legal Officer and
			Corporate Secretary


	Contents

Article 1.	Establishment, Purpose, and Duration	3

Article 2.	Definitions	3

Article 3.	Administration	6

Article 4.	Shares Subject to the Plan	7

Article 5.	Eligibility and Participation	7

Article 6.	Stock Options	8

Article 7.	Stock Appreciation Rights	10

Article 8.	Restricted Stock and Restricted Stock Units	11

Article 9.	Performance Shares and Performance Units	13

Article 10.	Stock-Based Awards	13

Article 11.	Performance Measures	14

Article 12.	Beneficiary Designation	15

Article 13.	Deferrals and Share Settlements	15

Article 14.	Rights of Employees and Consultants	15

Article 15.	Change in Control	15

Article 16.	Amendment, Modification, Suspension, and Termination	16

Article 17.	Withholding	17

Article 18.	Successors	18

Article 19.	General Provisions	18

Article 20.	Legal Construction	19


			2.1			“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.


			2.2			“Award” means, individually or collectively, a grant under this Plan of NQSOs, ISOs, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, or Stock-Based Awards.


			2.3			“Award Agreement” means either (i) an agreement entered into by the Company and each Participant setting forth the terms and provisions applicable to Awards granted under this Plan; or (ii) a statement issued by the Company to a Participant describing the terms and provisions of such Award.


			2.4			“Beneficial Owner or Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations of the Exchange Act.


			2.5			“Board” or “Board of Directors” means the Board of Directors of the Company.


			(b)			Commission of a felony or of a gross misdemeanor involving moral turpitude; or


			(c)			Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the person’s Service and resulting in an adverse effect on the Company.


			(a)			Any “person” (as such term is used in Sections 13(d) and 14(d) of the 1934 Securities Exchange Act) or group becomes the “beneficial owner” (as defined in Rule 13d-3 of the 1934 Securities Exchange Act) or has the right to acquire beneficial ownership, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;


			(b)			The consummation of the sale, lease or other disposition by the Company of all or substantially all of the Company’s assets (including any equity interests in subsidiaries); or


			(c)			The consummation of a merger, consolidation, business combination, scheme of arrangement, share exchange or similar transaction involving the Company and any other corporation (“Business Combination”), other than a Business Combination that results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such Business Combination; or


EXHIBIT 10.1: 2023 STOCK COMPENSATION PLAN


EXHIBIT 10.1: 2023 STOCK COMPENSATION PLAN


			2.6			“Cause” means:


			(a)			Gross negligence or gross neglect of duties;


			(d)			During any period of not more than twelve (12) consecutive months during which the Company continues in existence, not including any period prior to the Effective Date of this Plan, individuals who, at the beginning of such period, constitute the Board of Directors of the Company, and any new Director (other than a Director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (b) or (c) of this Section 2.7) whose appointment to the Board or nomination for election to the Board was approved by a vote of a majority of the Directors then still in office, either were Directors at the beginning of such period or whose appointment or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors of the Company; or


			2.8			“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.


			2.9			“Committee” means the Compensation Committee of the Board. However, if any member of the Compensation Committee is not a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, the Compensation Committee may from time to time delegate some or all of its functions under the Plan to a committee or subcommittee composed solely of members that qualify as such “non-employee directors.” The term “Committee” includes any such committee or subcommittee, to the extent of the Compensation Committee’s delegation.


			2.10			“Company” means Central Pacific Financial Corp., a Hawaii corporation, and any successor thereto as provided in Article 18 herein.


			2.11			“Consultant” means an individual providing services to the Company, its Affiliates, and/or its Subsidiaries, other than a Director who is not also an Employee of the Company, its Affiliates, and/or its Subsidiaries. Such Consultant shall be eligible to participate in the Plan as selected by the Committee in accordance with Article 5. Notwithstanding any other provision in the Plan to the contrary, the following shall apply in the case of an Consultant who is allowed to participate in the Plan: (a) with respect to any reference in this Plan to the working relationship between such Consultant and the Company, its Affiliates, and/or its Subsidiaries, the term “Service” shall apply as may be appropriate in lieu of the term “employment” or “employ”; (b) no such Consultant shall be eligible for a grant of an ISO; and (c) the exercise period and vesting of an Award following such Consultant’s termination from Service shall be specified and governed under the terms and conditions of the Award as may be determined by the Committee and set forth in the Consultant’s Award Agreement related to such Award, subject to the limitations set forth in the Plan.


			2.12			“Director” means any individual who is a member of the Board of Directors of the Company and/or its Subsidiaries.


			2.13			“Employee” means any employee of the Company, its Affiliates, and/or its Subsidiaries. Directors who are not otherwise employed by the Company, its Affiliates, and/or its Subsidiaries shall not be considered Employees under this Plan. Individuals described in the first sentence of this definition who are foreign nationals or are employed outside of the United States, or both, are considered to be Employees and may be granted Awards on the terms and conditions set forth in the Plan, or on such other terms and conditions as may, in the judgment of the Committee, be necessary or desirable to further the purpose of the Plan.


			2.14			“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.


			2.15			“Fair Market Value” or “FMV” of a Share means, as of any date, the closing selling price of a Share on such date as quoted on the New York Stock Exchange (“NYSE”) or on another established stock exchange (or exchanges) that has reported the greatest volume of trading in Shares on such date. If no sales are reported on an applicable date, the FMV of a Share shall be the closing selling price of a Share as quoted on the NYSE, or on another exchange with the greatest volume of trading in Shares, on the last market trading day with reported sales prior to such applicable date. If Shares are not traded on an established stock exchange, FMV shall be determined by the Committee in good faith based on objective criteria in accordance with Code Section 409A and applicable Treasury regulations.


			2.16			“Fiscal Year” means the year commencing on January 1 and ending December 31 or other time period as approved by the Board.


			2.17			“Freestanding SAR” means an SAR that is granted independently of any Options, as described in Article 7 herein.


			2.18			“Grant Price” means the price at which a SAR may be exercised by a Participant, as determined by the Committee and set forth in Section 7.1 herein.


			2.19			“Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under Article 6 herein and that is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code, or any successor provision.


			2.20			“Insider” shall mean an individual who is, on the relevant date, an officer, Director, or more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.


			2.21			“Non-Employee Director” means an individual who is serving as a Director and is not also concurrently serving as an Employee.


			2.22			“Nonqualified Stock Option” or “NQSO” means an Option to purchase Shares, granted under Article 6 herein, which is not designated as an Incentive Stock Option or that otherwise does not meet such requirements.


			2.23			“Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6 herein.


			2.24			“Option Price” means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option, as determined by the Committee.


			2.25			“Participant” means an Employee, Director or Consultant who has been selected to receive an Award or who has an outstanding Award granted under the Plan.


			2.26			“Performance Measures” means measures on which the performance goals are based as described in Article 11.