CPF 8-K
Central Pacific Financial Corp (CPF)
8-K
2023-12-06
For: 2023-12-05
View Original
Added on
April 07, 2026
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): December 5, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(Zip Code)
(808 ) 544-0500
(Registrant's telephone number, including area code)
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 5, 2023, Mr. Robert K.W.H. Nobriga was appointed to the Boards of Directors of Central Pacific Financial Corp. (the “Company”) and Central Pacific Bank (the “Bank”), to be effective January 1, 2024. In connection with Mr. Nobriga’s appointment, the size of the Board of Directors of the Company and the Bank was each expanded to thirteen (13) directors. Mr. Nobriga will serve on the Bank’s Board of Directors’ Directors’ Loan Committee. Mr. Nobriga will receive an annual retainer of $90,000 for serving on both the Company’s Board of Directors and the Bank’s Board of Directors, which is consistent with the amount paid to all other non-employee members of the Company’s and Bank’s Board of Directors who are not chairs of any Board committees.
Mr. Nobriga is currently President and Chief Executive Officer of Tradewind Group, Inc., located in Honolulu, Hawaii, and whose business focuses on investments, insurance, and technology. He has served in that capacity since 2018. Prior to his current position, Mr. Nobriga was the Executive Vice President and Chief Financial Officer of American Savings Bank from 2016 to 2018. He also served as Executive Vice President and Chief Financial Officer of Queens Health Systems from 2014 to 2016. Before that, Mr. Nobriga served as Executive Vice President and Chief Financial Officer of Hawaii National Bank where he worked from 2006 to 2014. He also served as Chief Financial and Operations Officer of John A. Burns School of Medicine where he worked from 2001 to 2005. Mr. Nobriga started his career as a CPA and worked for PricewaterhouseCoopers from 1995 to 2001.
Mr. Nobriga obtained a bachelor’s degree in accountancy from the University of Notre Dame. Mr. Nobriga is actively involved in numerous community and business organizations, including as a Trustee of Kamehameha Schools and as a director of Haleakala Ranch Company.
A press release announcing Mr. Nobriga’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Central Pacific Financial Corp. | |||||
| (Registrant) | |||||
Date: December 6, 2023 | /s/ Glenn Ching | ||||
| Glenn Ching | |||||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | |||||
Exhibit 99.1
| FOR IMMEDIATE RELEASE | |||||||||||
| Investor Contact: | Ian Tanaka | Media Contact: | Tim Sakahara | ||||||||
| SVP, Treasury Manager | AVP, Corporate Communications Manager | ||||||||||
| (808) 544-3646 | (808) 544-5125 | ||||||||||
| [email protected] | [email protected] | ||||||||||
NEWS RELEASE
LOCAL BUSINESS LEADER ROBERT NOBRIGA NAMED TO CPF AND CPB BOARD OF DIRECTORS
HONOLULU, HI, December 6, 2023 – Central Pacific Financial Corp. (NYSE: CPF), parent company of Central Pacific Bank (CPB), today announced the appointment of Robert Nobriga as a member of its board of directors of both CPF and CPB, effective January 1, 2024.
"Rob Nobriga has nearly 30 years of experience in local financial services, providing him with a wealth of knowledge and a valuable perspective that he can bring to CPB," said Arnold Martines, President and CEO. "I look forward to working closely with him and the rest of our board members as we continue to further our strategic objectives and grow our business in the future."
"CPB is a special bank with a long legacy of serving the people of Hawaii," Nobriga said. "CPB shares our own company’s core belief that our success is dependent on the growth and well-being of our community. It will be my pleasure to work with Arnold and the CPB team to help CPB achieve even more success in the future."
Mr. Nobriga is currently President and Chief Executive Officer of Tradewind Group, Inc., a diversified local company whose business interests include investments, insurance and technology, a position he has held since 2018. Prior to that, he held executive leadership roles with several local companies.
Mr. Nobriga obtained a bachelor’s degree in accountancy from the University of Notre Dame. Active in the local community, Mr. Nobriga is a Trustee of Kamehameha Schools and is a director of Haleakala Ranch.
Local Business Leader Robert Nobriga Named to CPF and CPB Board of Directors
Page 2
About Central Pacific Financial Corp.
Central Pacific Financial Corp. is a Hawaii-based bank holding company with approximately $7.64 billion in assets as of September 30, 2023. Central Pacific Bank, its primary subsidiary, operates 27 branches and 58 ATMs in the State of Hawaii. For additional information, please visit the Company's website at http://www.cpb.bank.
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Local Business Leader Robert Nobriga Named to CPF and CPB Board of Directors
Page 3
Forward-Looking Statements ("FLS")
This document may contain FLS concerning: projections of revenues, expenses, income or loss, earnings or loss per share, capital expenditures, the payment or nonpayment of dividends, capital position, credit losses, net interest margin or other financial items; statements of plans, objectives and expectations of Central Pacific Financial Corp. (the "Company") or its management or Board of Directors, including those relating to business plans, use of capital resources, products or services and regulatory developments and regulatory actions; statements of future economic performance including anticipated performance results from our business initiatives; or any statements of the assumptions underlying or relating to any of the foregoing. Words such as "believe," "plan," "anticipate," "expect," "intend," "forecast," "hope," "target," "continue," "remain," "estimate," "will," "should," "may" and other similar expressions are intended to identify FLS but are not the exclusive means of identifying such statements.
While we believe that our FLS and the assumptions underlying them are reasonably based, such statements and assumptions are by their nature subject to risks and uncertainties, and thus could later prove to be inaccurate or incorrect. Accordingly, actual results could differ materially from those statements or projections for a variety of reasons, including, but not limited to: the effects of inflation and rising interest rates; the adverse effects of recent bank failures and the potential impact of such developments on customer confidence, deposit behavior, liquidity and regulatory responses thereto; the adverse effects of the COVID-19 pandemic virus (and ongoing pandemic variants) on local, national and international economies, including, but not limited to, the adverse impact on tourism and construction in the State of Hawaii, our borrowers, customers, third-party contractors, vendors and employees; supply chain disruptions; the increase in inventory or adverse conditions in the real estate market and deterioration in the construction industry; adverse changes in the financial performance and/or condition of our borrowers and, as a result, increased loan delinquency rates, deterioration in asset quality, and losses in our loan portfolio; our ability to achieve the objectives of our RISE2020 initiative; our ability to successfully implement and achieve the objectives of our Banking-as-a-Service ("BaaS") initiatives, including adoption of the initiatives by customers and risks faced by any of our bank collaborations including reputational and regulatory risk; the impact of local, national, and international economies and events (including natural disasters such as wildfires, volcanic eruptions, hurricanes, tsunamis, storms, earthquakes and pandemic viruses and diseases) on the Company's business and operations and on tourism, the military, and other major industries operating within the Hawaii market and any other markets in which the Company does business; deterioration or malaise in domestic economic conditions, including any destabilization in the financial industry and deterioration of the real estate market, as well as the impact of declining levels of consumer and business confidence in the state of the economy in general and in financial institutions in particular; changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), changes in capital standards, other regulatory reform and federal and state legislation, including but not limited to regulations promulgated by the Consumer Financial Protection Bureau (the "CFPB"), government-sponsored enterprise reform, and any related rules and regulations which affect our business operations and competitiveness; the costs and effects of legal and regulatory developments, including legal proceedings and lawsuits we are or may become subject to, or regulatory or other governmental inquiries and proceedings and the resolution thereof, the results of regulatory examinations or reviews and the effect of, and our ability to comply with, any regulations or regulatory orders or actions we are or may become subject to; ability to successfully implement our initiatives to lower our efficiency ratio; the effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Board of Governors of the Federal Reserve System (the "FRB" or the "Federal Reserve"); securities market and monetary fluctuations, including the replacement of the London Interbank Offered Rate ("LIBOR") Index and the impact on our loans and debt which are tied to that index and uncertainties regarding potential alternative reference rates, including the Secured Overnight Financing Rate ("SOFR"); negative trends in our market capitalization and adverse changes in the price of the Company's common stock; political instability; acts of war or terrorism; changes in consumer spending, borrowings and savings habits; cybersecurity and data privacy breaches and the consequence therefrom; failure to maintain effective internal control over financial reporting or disclosure controls and procedures; the ability to address deficiencies in our internal controls over financial reporting or disclosure controls and procedures; technological changes and developments; changes in the competitive environment among financial holding companies and other financial service providers; the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board ("PCAOB"), the Financial Accounting Standards Board ("FASB") and other accounting standard setters and the cost and resources required to implement such changes; our ability to attract and retain key personnel; changes in our personnel, organization, compensation and benefit plans; and our success at managing the risks involved in the foregoing items.
For further information with respect to factors that could cause actual results to materially differ from the expectations or projections stated in the FLS, please see the Company's publicly available Securities and Exchange Commission filings, including the Company's Form 10-K for the last fiscal year and, in particular, the discussion of "Risk Factors" set forth therein. We urge investors to consider all of these factors carefully in evaluating the FLS contained in this document. FLS speak only as of the date on which such statements are made. We undertake no obligation to update any FLS to reflect events or circumstances after the date on which such statements are made, or to reflect the occurrence of unanticipated events except as required by law.