Civista Bancshares, Inc. Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>Civista Bancshares, Inc. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and financial data for recent fiscal years.</b>

AI Summary

CIVISTA BANCSHARES, INC. (CIVB) filed a Proxy Statement (DEF 14A) with the SEC on March 14, 2024. Civista Bancshares, Inc. filed a DEF 14A on March 14, 2024, for the period ending April 16, 2024. The filing includes data for fiscal years 2023, 2022, 2021, and 2020. Specific data points relate to equity awards, pension benefits, and executive compensation for both PEO and Non-PEO members. The company's principal executive offices are located in Sandusky, OH. Civista Bancshares, Inc. was formerly known as First Citizens Banc Corp /OH.

Why It Matters

For investors and stakeholders tracking CIVISTA BANCSHARES, INC., this filing contains several important signals. This filing provides crucial details on executive compensation, including equity awards and pension benefits, which are key factors for shareholder evaluation and proxy voting. The DEF 14A serves as an important disclosure document for investors to understand the company's governance practices and financial performance related to its leadership.

Risk Assessment

Risk Level: low — CIVISTA BANCSHARES, INC. shows low risk based on this filing. The filing is a routine DEF 14A, which is standard disclosure and does not contain new material financial information or significant strategic shifts.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to inform voting decisions.

Key Numbers

• 2023-01-01 — Fiscal Year Start (Data period)
• 2023-12-31 — Fiscal Year End (Data period)
• 2022-01-01 — Fiscal Year Start (Data period)
• 2022-12-31 — Fiscal Year End (Data period)
• 2021-01-01 — Fiscal Year Start (Data period)
• 2021-12-31 — Fiscal Year End (Data period)
• 2020-01-01 — Fiscal Year Start (Data period)
• 2020-12-31 — Fiscal Year End (Data period)

Key Players & Entities

• CIVISTA BANCSHARES, INC. (company) — Filer name
• CIVB (company) — Ticker symbol
• DEF 14A (document) — Filing type
• 2024-03-14T00:00:00.000Z (date) — Filing date
• Sandusky, OH (location) — Business address city and state
• FIRST CITIZENS BANC CORP /OH (company) — Former company name

FAQ

Industry Context

Civista Bancshares, Inc. operates within the commercial banking sector, providing financial services.

Regulatory Implications

As a publicly traded company, Civista Bancshares, Inc. is subject to SEC regulations and disclosure requirements, including the filing of proxy statements.

What Investors Should Do

1. Analyze the executive compensation structure and any changes disclosed in the DEF 14A.
2. Review any shareholder proposals or voting recommendations presented in the filing.
3. Compare the disclosed compensation and benefit data against industry benchmarks if available.

Key Dates

• 2024-03-14: Filing Date — Definitive Proxy Statement (DEF 14A) filed.
• 2024-04-16: Period of Report — The period for which the proxy statement is relevant.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure document. Specific year-over-year financial performance data is not detailed within this filing's summary.

Filing Documents

• d688786ddef14a.htm (DEF 14A) — 1079KB
• g688786g00k36.jpg (GRAPHIC) — 29KB
• g688786g00k37.jpg (GRAPHIC) — 26KB
• g688786g00k38.jpg (GRAPHIC) — 24KB
• g688786g00k39.jpg (GRAPHIC) — 26KB
• g688786g01g01.jpg (GRAPHIC) — 213KB
• g688786g02g02.jpg (GRAPHIC) — 40KB
• g688786g02k88.jpg (GRAPHIC) — 19KB
• g688786g0309010252882.jpg (GRAPHIC) — 2KB
• g688786g29w80.jpg (GRAPHIC) — 1KB
• g688786g35b99.jpg (GRAPHIC) — 1KB
• g688786g69x22.jpg (GRAPHIC) — 1KB
• g688786g99z47.jpg (GRAPHIC) — 1KB
• 0001193125-24-067894.txt (&nbsp;) — 3032KB
• civb-20231231.xsd (EX-101.SCH) — 6KB
• civb-20231231_def.xml (EX-101.DEF) — 5KB
• civb-20231231_lab.xml (EX-101.LAB) — 9KB
• civb-20231231_pre.xml (EX-101.PRE) — 6KB
• d688786ddef14a_htm.xml (XML) — 304KB

From the Filing

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Rule 14a-12 CIVISTA BANCSHARES, INC. (Name of registrant as specified in its charter) (Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Table of Contents Table of Contents CIVISTA BANCSHARES, INC. 100 East Water Street, P.O. Box 5016 Sandusky, Ohio 44870 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 16, 2024 TO OUR SHAREHOLDERS: Notice is hereby given that the Annual Meeting of Shareholders (the "Annual Meeting") of Civista Bancshares, Inc. (the "Corporation") will be held at the Cedar Point Center Facility, BGSU Firelands College, One University Drive, Huron, Ohio 44839, at 10:00 AM E.D.T. on Tuesday, April 16, 2024, for the following purposes: 1. To elect twelve (12) Directors to serve one-year terms expiring in 2025. 2. To consider and vote upon a non-binding advisory resolution to approve the compensation of the Corporation's named executive officers as disclosed in the accompanying proxy statement. 3. To ratify the appointment of FORVIS, LLP as the independent registered public accounting firm of the Corporation for the fiscal year ending December 31, 2024. 4. To consider and vote upon a proposal to approve the Civista Bancshares, Inc. 2024 Incentive Plan. 5. To consider and act upon any other matter which may properly be brought before the meeting or any adjournment thereof. Only those holders of record of common shares of the Corporation at the close of business on February 20, 2024, will be entitled to notice of and to vote at the Annual Meeting. Included with this Notice are the Corporation's Proxy Statement for the Annual Meeting, a form of proxy card and the Corporation's 2023 Annual Report to Shareholders. The proxy solicitation materials for the Annual Meeting are being sent by mail to shareholders on or about March 14, 2024. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 16, 2024 : The Corporation's Proxy Statement for the Annual Meeting, a sample of the form of proxy card to be sent to shareholders by the Corporation and the Corporation's 2023 Annual Report to Shareholders are available at www.proxydocs.com/civb. Before making any voting decisions, you are urged to read the Corporation's Proxy Statement for the Annual Meeting (including any amendments or supplements thereto) and any other relevant documents that the Corporation may file with or furnish to the SEC. You are cordially invited to attend the Annual Meeting. Your vote is very important, regardless of the number of common shares you own. Whether or not you plan to attend the Annual Meeting in person, it is important that your common shares be represented. Please sign, date and return your proxy card as soon as possible. A return envelope, which requires no postage if mailed in the United States, has been provided for your use. Alternatively, if your common shares are registered directly with the Corporation's transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Table of Contents Company, LLC) ("Equiniti"), you may vote electronically via the Internet or by using the toll-free telephone number given on the form of proxy. You also may cast your vote in person at the Annual Meeting, provided that, if you are not the record holder of your common shares, you must bring documentation from your broker, financial institution or other nominee authorizing you to vote on behalf of the record holder of your shares. To obtain driving directions to attend the Annual Meeting and vote in person, please contact Karen Terenzi (419-609-1347; kmterenzi@civista.bank) or Lori Castillo (419-627-4554; lacastillo@civista.bank). By Order of the Board of Directors Lance A. Morrison, Corporate Secretary Civista Bancshares, Inc. March 14, 2024 - 2 - Table of Contents CIVISTA BANCSHARES, INC. 100 East Water Street, P.O. Box 5016 Sandusky, Ohio 44870 (419) 625-4121 www.civb.com PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 16, 2024 INTRODUCTION We are sending this Proxy Statement and the enclosed proxy card to you as a shareholder of Civista Bancshares, Inc. (the

View Full Filing

View this DEF 14A filing on SEC EDGAR