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CPF > SEC Filings for CPF > Form 8-K on 1-May-2013All Recent SEC Filings

Show all filings for CENTRAL PACIFIC FINANCIAL CORP | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Submission of Matters t

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 26, 2013, the shareholders of Central Pacific Financial Corp. (the "Company") approved the Company's 2013 Stock Compensation Plan (the "Plan"), which provides for the grant of up to 2,200,000 shares of Common Stock as incentives to employees, including executive officers, and directors. The Plan rewards Company executives by linking overall compensation to established performance goals. A complete description of the Plan is included with the Company's definitive proxy statement, filed with the Securities and Exchange Commission on March 4, 2013 (the Proxy Statement), which description is incorporated herein by reference. As a result of shareholder approval of the Plan, no further grants of new awards will be made under the Central Pacific Financial Corp. 2004 Stock Compensation Plan (though shares may continue to be settled under the 2004 Plan pursuant to previously outstanding awards).

The Plan, is attached hereto as Exhibit 10.1 and incorporated herein by reference. In addition, forms of Stock Option Grant Agreement, Restricted Stock Grant Agreement, Restricted Stock Unit Agreement, Stock Appreciation Rights Grant Agreement and Key Employee Restricted Stock Unit Agreement to be used in conjunction with the Plan, are attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6, respectively.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 26, 2013, the Company held its Annual Meeting of Shareholders at which the shareholders voted upon and approved (i) the election of nine (9) nominees as directors; (iii) ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year 2013;
(iii) the Plan, as described above, and (iv) an advisory (non-binding) shareholder resolution to approve the compensation of the Company's executive officers.

The final number of votes cast for or against (withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.

Abstained Broker Non- For Against/Withheld Vote

1. Nominees as Directors:

Alvaro J. Aguirre 35,073,701 300,415 0.000 5,141,840

James F. Burr 35,267,864 106,252 0.000 5,141,840

Christine H.H. Camp 25,647,167 9,726,949 0.000 5,141,840

John C. Dean 35,309,499 64,617 0.000 5,141,840

Earl E. Fry 35,115,190 258,926 0.000 5,141,840

Paul J. Kosasa 35,007,922 366,194 0.000 5,141,840

Diane K. Kurisu 35,308,419 65,697 0.000 5,141,840

Colbert M. Matsumoto 25,838,547 9,535,569 0.000 5,141,840

Crystal K. Rose 35,110,458 263,658 0.000 5,141,840

2. Ratification of appointment of 40,423,208 67,448 25,300 0.000 KPMG LLP as the Company's independent registered public accounting firm for 2013.

3. Approval of the 2013 Stock 33,932,155 1,411,892 30,069 5,141,840 Compensation Plan

4. Non-binding advisory vote to 32,562,683 2,778,708 32,725 5,141,840 approve compensation of the Company's named executive officers.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No. Exhibit Description

10.1        2013 Stock Compensation Plan
10.2        Form of Stock Option Grant Agreement
10.3        Form of Restricted Stock Grant Agreement
10.4        Form of Restricted Stock Unit Agreement
10.5        Form of Stock Appreciation Rights Grant Agreement
10.6        Form of Key Employee Restricted Stock Unit Grant Agreement

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