Civista Bancshares Inc.
07/28/2025 | Press release | Distributed by Public on 07/28/2025 14:09
Amendments to Bylaws (Form 8-K)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 22, 2025, the Board of Directors (the "Board") of Civista Bancshares, Inc. (the "Company") adopted and approved amendments to the Company's Amended and Restated Code of Regulations as permitted by Section 11.01 thereof (as so amended, the "Second Amended Regulations"). The amendments include revisions to reflect developments in the Ohio General Corporation Law (the "OGCL"), as well as other technical, clarifying and modernizing revisions. The following is a summary of the amendments:
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Section 2.01 has been amended to clarify that the Board has the authority to fix an alternate date for the annual meeting of shareholders;
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Section 4.04 has been amended to replace a legacy provision to reflect the customary authority of boards of directors of Ohio corporations and other public companies to determine the compensation payable to directors for services rendered and expenses incurred;
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Section 6.01 has been amended to memorialize the Board's existing practice of requiring the election of a Lead Independent Director, in lieu of a Vice Chairperson of the Board, whenever the Chairperson of the Board does not qualify as "independent" under applicable exchange rules;
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Section 8.01 has been amended to update the provisions governing the indemnification of directors and officers to conform to current standards and requirements under the OGCL and to incorporate a customary advancement of expenses provision that reflects the current standards and conditions under the OGCL;
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Section 9.01 has been amended to eliminate the requirement to issue physical stock certificates to represent shares of the Company and, instead, to allow for the shares of the Company to be represented solely in uncertificated (book-entry) form; and
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Other updates and clarifying, conforming and modernizing changes have been made to various provisions, including updates and changes to reflect the use of telephonic, video and other communication equipment in connection with meetings of shareholders and directors, the adoption of gender-neutral terminology and current officer titles.
The foregoing summary of the amendments to the Company's Amended and Restated Code of Regulations does not purport to be a complete summary and is qualified in its entirety by reference to the full text of the Second Amended Regulations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
Description |
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3.1 Second Amended and Restated Code of Regulations of Civista Bancshares, Inc., dated July 22, 2025
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