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CPF > SEC Filings for CPF > Form 8-K on 29-Apr-2014All Recent SEC Filings




Material Modification to Rights of Security Holders, Submission of

Item 3.03 Material Modification to Rights of Security Holders

On April 25, 2014, the shareholders of the Company approved a two-year extension (until May 2, 2016) of a protective amendment (the "Protective Amendment Extension") to the Company's Articles of Incorporation to protect the Company's ability to use certain tax assets, such as net operating loss carryforwards. A copy of the Protective Amendment Extension is attached hereto as Exhibit 3.1 and incorporated herein by reference. As described in Proposal 5 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 7, 2014, the Protective Amendment Extension restricts, for an additional two-year period, certain transfers of the Company's common stock if such a transfer would cause the transferee and its affiliates to own more than 4.99% of the Company's common stock.

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

On April 25, 2014, 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; (ii) ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014; (iii) an advisory (non-binding) shareholder resolution to approve the compensation of the Company's executive officers; (iv) by ratification, extension of the Company's Tax Benefits Preservation Plan and
(v) the Protective Amendment Extension as set forth above.

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.

For Against/Withheld Abstained Broker Non-Vote

1. Nominees as Directors:

Alvaro J. Aguirre 35,416,871 309,127 -- 4,119,933

James F. Burr 35,416,729 309,269 -- 4,119,933

Christine H.H. Camp 35,646,404 79,594 -- 4,119,933

John C. Dean 35,538,673 187,325 -- 4,119,933

Earl E. Fry 35,538,516 187,482 -- 4,119,933

Paul J. Kosasa 35,399,436 326,562 -- 4,119,933

Duane K. Kurisu 35,464,368 261,630 -- 4,119,933

Colbert M. Matsumoto 35,402,666 323,332 -- 4,119,933

Crystal K. Rose 35,535,358 190,640 -- 4,119,933


For Against/Withheld Abstained Broker Non-Vote
2. Ratification of appointment 39,713,003 127,577 5,351 -- of KPMG LLP as the Company's independent registered public accounting firm for 2014.

3. Non-binding advisory vote to 35,502,612 201,006 22,380 4,119,933 approve compensation of the Company's named executive officers.
4. Ratification of extension of 35,328,761 390,388 6,849 4,119,933 the Tax Benefits Preservation Plan
5. Approval of the Protective 39,717,777 113,059 15,095 -- Amendment Extension

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No. Exhibit Description

3.1 Amendment to the Articles of Incorporation setting forth the Protective Amendment Extension


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