SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): May 20, 2020
 
CENTRAL VALLEY COMMUNITY BANCORP
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
 
 
California
 
000-31977
 
77-0539125
(State or Other
Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
7100 N. Financial Dr., Suite 101, Fresno, CA
 
93720
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:  (559) 298-1775
 
(Former Name or Former Address, if Changed Since Last Report)  Not Applicable
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934 .
Emerging growth company o
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 o





Item 1.01 Entry Into A Material Definitive Agreement.
On May 20, 2020, the Executive and Directors Resource Committee of the Board of Directors of Central Valley Community Bancorp (Company) recommended to the Board of Directors (Board), and the Board approved, the grant of restricted stock awards to all the directors listed below. A total of 14,090 shares of restricted stock were granted with a grant date of May 20, 2020. The closing market price of the Company’s common stock on the grant date was $14.19 per share. The restrictions for directors will lapse upon the one-year anniversary of the grant date, subject to 100% accelerated vesting upon a change of control of the Company. Each recipient of an award of restricted stock will enter into a restricted stock award agreement under the Company’s 2015 Omnibus Incentive Plan.
Director/Executive
 
Restricted Stock Award Granted
 
Restriction Expiration in Years
Daniel N. Cunningham, Vice Chairman
 
1,409

 
1
Daniel J. Doyle, Director, Chairman of the Board
 
1,409

 
1
F. T. (“Tommy”) Elliott, IV, Director
 
1,409

 
1
Robert J. Flautt, Director
 
1,409

 
1
Gary D. Gall, Director
 
1,409

 
1
Steven D. McDonald, Director
 
1,409

 
1
Louis C. McMurray, Director
 
1,409

 
1
Karen A. Musson, Director
 
1,409

 
1
Dorothea D. Silva, Director
 
1,409

 
1
William S. Smittcamp, Director
 
1,409

 
1
Total
 
14,090

 
 

Item 5.02(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Please refer to the information set forth at Item 1.01 above.

Item 5.07  Submission of Matters to a Vote of Security Holders
 
a.               On May 20, 2020 Central Valley Community Bancorp held its Annual Meeting of Shareholders.
 
b.              The final results of voting for each matter submitted to a vote of shareholders at the meeting are as follows:
 
Elected Directors of the Company to serve until the 2021 Annual Meeting of Shareholders and until their successors are elected and qualified.
 
In the election of directors, no candidates were nominated for election as a director other than the nominees of the Board of Directors whose names were set forth in the Company’s proxy statement dated April 1, 2020.  Set forth below is a tabulation of the votes cast in the election of Directors with respect to each nominee for office:
 

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Director
 
Votes Cast for Election
 
Votes Withheld
 
Broker Non-Votes
Daniel N. Cunningham
 
8,272,395

 
254,095

 
1,428,094

Daniel J. Doyle
 
6,379,760

 
2,146,730

 
1,428,094

Frank T. (“Tommy”) Elliott, IV
 
8,386,285

 
140,205

 
1,428,094

Robert J. Flautt
 
6,050,177

 
2,476,313

 
1,428,094

James M. Ford
 
8,318,338

 
208,152

 
1,428,094

Gary D. Gall
 
6,032,233

 
2,494,257

 
1,428,094

Steven D. McDonald
 
8,278,859

 
247,631

 
1,428,094

Louis McMurray
 
8,272,805

 
253,685

 
1,428,094

Karen A. Musson
 
8,279,426

 
247,064

 
1,428,094

Dorothea D. Silva
 
8,397,339

 
129,151

 
1,428,094

William S. Smittcamp
 
7,699,694

 
826,796

 
1,428,094


The ratification of the appointment of Crowe LLP for the 2020 fiscal year as the Company’s independent registered public accounting firm.  The appointment was ratified by the following votes:
 
For
 
Against
 
Abstain
9,912,668
 
38,894
 
3,022
 
The adoption of a non-binding advisory resolution approving executive compensation. The resolution was ratified by the following votes:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
7,527,490
 
230,421
 
768,579
 
1,428,094

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Central Valley Community Bancorp
 
 
Date: May 22, 2020
By:
/s/ David A. Kinross
 
Name:
David A. Kinross
 
Title:
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)


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