SECURITIES AND EXCHANGE COMMISSION
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 3, 2021, Civista Bancshares, Inc. entered into a Restricted Stock Award Agreement with each of its senior officers to award them restricted shares as part of their bonus based upon the Company’s 2020 results. These awards are made pursuant to the terms of the Corporation’s 2014 Incentive Plan (“Incentive Plan”). The Compensation Committee of the Board of Directors of Civista Bancshares, Inc. administers the Incentive Plan and approved the procedure for determining Restricted Stock Awards and the vesting schedule for the shares and set the grant date for the awards. The restricted shares vest over a period of three years beginning on January 3, 2022 conditioned, except in the event of the officer’s death, retirement or a change in control of the Company, upon the officer’s continued employment with the Company. A copy of the form of the Restricted Stock Award Agreement is furnished as Exhibit 99.1 to this report and incorporated here by reference.
The following schedule shows the 2020 Restricted Stock awarded to each of Civista Bancshares, Inc.’s named executive officers.
Dennis G. Shaffer
|President and CEO||5,968||$||114,401|
Todd A. Michel
|Senior Vice President, Controller||1,390||$||26,643|
Richard J. Dutton
|Senior Vice President||2,772||$||53,144|
Charles A. Parcher
|Senior Vice President||2,772||$||53,144|
Paul J. Stark
|Senior Vice President||—||$||0|
Mr. Stark, having reached the age of 62 and as permitted by the Incentive Plan, has opted to receive his incentive entirely in cash and will not receive any shares under the Incentive Plan.
Civista Bancshares, Inc. is a $2.8 billion financial holding company headquartered in Sandusky, Ohio and may be accessed at www.civb.com. The Company’s common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”.
Item 9.01 Financial Statements and Exhibits
(d) Exhibit 99.1 - Form of Restricted Stock Award Agreement filed as Exhibit 99.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on March 17, 2015 and incorporated herein by reference. (File No. 001-36192).
Exhibit 104 Cover Page Interactive File-the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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 thereunto duly authorized.
|Date: March 4, 2021|
|Todd A. Michel,|
|Senior Vice President & Controller|