Civista Bancshares (CIVB) investors approve directors, pay and 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Civista Bancshares, Inc. reported the results of its annual shareholder meeting held on May 19, 2026. Shareholders elected eleven directors to one-year terms expiring in 2027, approved a non-binding advisory resolution on executive compensation, and ratified Plante & Moran, LLC as the independent auditor for the fiscal year ending December 31, 2026.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Directors elected: 11 directors Meeting date: May 19, 2026 Audit year ratified: Fiscal year ending December 31, 2026

3 metrics

Directors elected 11 directors Elected to one-year terms expiring in 2027

Meeting date May 19, 2026 Date of annual shareholder meeting

Audit year ratified Fiscal year ending December 31, 2026 Plante & Moran, LLC ratified as auditor

Key Terms

non-binding advisory resolution, named executive officers, independent registered public accounting firm, annual meeting of shareholders

4 terms

non-binding advisory resolution regulatory

"To consider and vote upon a non-binding advisory resolution to approve the compensation"

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

named executive officers financial

"approve the compensation of the Corporation’s named executive officers as disclosed"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"To ratify the appointment of Plante & Moran, LLC as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

annual meeting of shareholders regulatory

"held its annual meeting of shareholders on May 19, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/19/2026 - 05:00 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): May 19, 2026

    

Civista Bancshares, Inc.

(Exact name of Registrant as Specified in Its Charter)


Ohio	001-36192	34-1558688
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 East Water Street
Sandusky, Ohio		44870
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (419) 625 - 4121

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, no par value	CIVB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

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

Civista Bancshares, Inc. held its annual meeting of shareholders on May 19, 2026, for the purpose of considering and voting on the following proposals. Summaries of the voting results are included following the description of each matter.

To elect eleven (11) directors to serve one-year terms expiring in 2027.

Each of the nominees was elected.

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.

The proposal passed.

3.) To ratify the appointment of Plante & Moran, LLC as the independent registered public accounting firm of the Corporation for the fiscal year ending December 31, 2026.

The proposal passed.

SIGNATURES

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.


			Civista Bancshares, Inc.

Date:	May 19, 2026	By:	/s/ Ian Whinnem
			Ian Whinnem, SVP & Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Civista Bancshares (CIVB) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals at the 2026 annual meeting. They elected eleven directors to one-year terms, supported a non-binding advisory vote on named executive officer compensation, and ratified Plante & Moran, LLC as independent auditor for the fiscal year ending December 31, 2026.

How many directors did Civista Bancshares (CIVB) elect and for what term?

Civista Bancshares shareholders elected eleven directors to serve one-year terms. These terms extend until 2027, meaning the directors will serve until the next annual meeting when their positions will again be subject to shareholder vote and possible re-election.

Was Civista Bancshares (CIVB) executive compensation approved by shareholders?

Yes, shareholders approved a non-binding advisory resolution on executive compensation. This resolution covered the compensation of the company’s named executive officers as presented in the proxy statement and indicates shareholder support for the disclosed pay practices.

Which audit firm did Civista Bancshares (CIVB) shareholders ratify for 2026?

Shareholders ratified Plante & Moran, LLC as independent registered public accounting firm for 2026. The ratification covers the audit of the company’s financial statements for the fiscal year ending December 31, 2026, confirming continued engagement with this firm.

When was the Civista Bancshares (CIVB) 2026 annual shareholder meeting held?

The annual shareholder meeting took place on May 19, 2026. At this meeting, investors voted on director elections, a non-binding advisory resolution on executive compensation, and the ratification of Plante & Moran, LLC as the independent auditor for the 2026 fiscal year.

Filing Exhibits & Attachments

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