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| CPF > SEC Filings for CPF > Form 8-K on 28-Oct-2009 | All Recent SEC Filings |
28-Oct-2009
Material Modification to Rights of Security Holders, Amendments to
(a) The information set forth in Item 5.03(a) is incorporated by reference in
this Item 3.03(a). The effect of the amendment described in clause (2) in Item
5.03(a) (the "Supermajority Vote Reduction Amendment") is that any amendment to
the Restated Articles of Incorporation of Central Pacific Financial Corp. (the
"Company") that would have required a two-thirds vote under Section 414-283 of
the Hawaii Business Corporation Act before effectiveness of the Supermajority
Vote Reduction Amendment, except as otherwise provided in the Restated Articles
of Incorporation, will now require the affirmative vote of the holders of a
majority of the shares of the Company entitled to vote thereon.
(a) On October 22, 2009, at a special meeting of the shareholders of the Company, the Company's shareholders approved an amendment to the Restated Articles of Incorporation to: (1) increase the authorized number of shares of common stock from 100,000,000 shares to 185,000,000 shares; and (2) reduce the two-thirds supermajority vote applicable to the Company under Hawaii law as a corporation incorporated before July 1, 1987, to a majority of the outstanding shares entitled to vote, in order to amend its Restated Articles of Incorporation. The amendment became effective on October 26, 2009, the date on which Articles of Amendment to the Company's Restated Articles of Incorporation were filed with the State of Hawaii Department of Commerce and Consumer Affairs Business Registration Division.
A copy of the Articles of Amendment is filed as Exhibit 3.1 to this report.
On October 22, 2009, the Company issued a press release announcing the results of its special meeting of shareholders. The press release is furnished as Exhibit 99.1 to this report.
(d) Exhibits
3.1 Article of Amendment to Restated Articles of Incorporation
99.1 Press release dated October 22, 2009 announcing the results of the
special meeting of shareholders
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