Central Pacific Financial (CPF) shareholders back board, pay and Crowe LLP

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Central Pacific Financial Corp. held its Annual Meeting of Shareholders on April 30, 2026. Shareholders elected ten directors, each receiving between 19.9 million and 20.3 million votes in favor versus about 2.4 million to 2.8 million votes withheld, plus 1.37 million broker non-votes.

Shareholders also approved the non-binding Say-On-Pay resolution, with 19,880,004 votes for, 2,800,376 against, 15,119 abstentions and 1,369,298 broker non-votes. In addition, they ratified the appointment of Crowe LLP as independent registered public accounting firm for 2026, with 23,976,091 votes for, 82,192 against and 6,514 abstentions.

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

Director highest votes for: 20,291,665 votes Director lowest votes for: 19,902,662 votes Say-On-Pay votes for: 19,880,004 votes +4 more

7 metrics

Director highest votes for 20,291,665 votes Votes for director nominee Jason R. Fujimoto

Director lowest votes for 19,902,662 votes Votes for director nominee Arnold D. Martines

Say-On-Pay votes for 19,880,004 votes Advisory approval of named executive officer compensation

Say-On-Pay votes against 2,800,376 votes Advisory vote opposing executive compensation

Broker non-votes on directors 1,369,298 shares Broker non-votes for each director election

Auditor ratification votes for 23,976,091 votes Ratification of Crowe LLP for 2026 audit

Auditor ratification votes against 82,192 votes Votes opposing Crowe LLP ratification

Key Terms

Say-On-Pay, broker non-votes, independent registered public accounting firm, Annual Meeting of Shareholders

4 terms

Say-On-Pay financial

"an advisory (non-binding) shareholder resolution to approve the compensation of the Company’s named executive officers (“Say-On-Pay”)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes regulatory

"the number of abstentions and broker non-votes with respect to each matter voted upon"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratification of the appointment of Crowe LLP as the Company’s 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

"the Company held its Annual Meeting of Shareholders at which the Company’s shareholders voted"

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 →

05/04/2026 - 05:13 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): April 30, 2026

Central Pacific Financial Corp.

(Exact name of registrant as specified in its charter)

Hawaii

001-31567

99-0212597

(State or other
jurisdiction of
incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

220 South King Street, Honolulu, Hawaii

(Address of principal executive office)

96813

(Zip Code)

(808) 544-0500

(Registrant’s telephone number, including area code)

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

Name of each exchange on which registered

Common stock, No Par Value

CPF

New York Stock Exchange

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.

On April 30, 2026, Central Pacific Financial Corp. (the “Company”) held its Annual Meeting of Shareholders at which the Company’s shareholders voted upon and approved (i) the election of ten (10) nominees as directors; (ii) an advisory (non-binding) shareholder resolution to approve the compensation of the Company’s named executive officers (“Say-On-Pay”); and (iii) ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The final number of votes cast for or against (withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.


		For	Against/Withheld	Abstained	Broker Non-Votes
1.	Nominees as Directors:
	Earl E. Fry	19,958,544	2,736,955	—	1,369,298
	Jason R. Fujimoto	20,291,665	2,403,834	—	1,369,298
	Jonathan B. Kindred	20,226,428	2,469,071	—	1,369,298
	Paul J. Kosasa	20,090,197	2,605,302	—	1,369,298
	Christopher T. Lutes	20,019,074	2,676,425	—	1,369,298
	Arnold D. Martines	19,902,662	2,792,837	—	1,369,298
	Robert K.W.H. Nobriga	20,127,900	2,567,599	—	1,369,298
	Saedene K. Ota	19,993,601	2,701,898	—	1,369,298
	Diane S. L. Paloma	20,268,085	2,427,414	—	1,369,298
	Crystal K. Rose	20,109,334	2,586,165	—	1,369,298



2.	Non-binding advisory vote to approve compensation of the Company’s named executive officers (“Say-On-Pay”)	19,880,004	2,800,376	15,119	1,369,298

3.	Ratification of appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.	23,976,091	82,192	6,514	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Central Pacific Financial Corp.
			(Registrant)



Date:	May 4, 2026	By:	/s/ Glenn K.C. Ching
			Glenn K.C. Ching
			Executive Vice President, Chief Legal Officer and
			Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Central Pacific Financial Corp. (CPF) shareholders approve at the 2026 annual meeting?

Shareholders elected ten directors, approved a non-binding Say-On-Pay resolution, and ratified Crowe LLP as the independent registered public accounting firm for 2026. These votes confirm the company’s current board composition, executive compensation approach, and external auditor for the fiscal year ending December 31, 2026.

How did Central Pacific Financial Corp. (CPF) shareholders vote on director elections?

All ten director nominees were elected, each receiving about 19.9–20.3 million votes in favor and roughly 2.4–2.8 million votes withheld, along with 1,369,298 broker non-votes. This indicates broad shareholder support for the company’s existing board slate and governance structure at the 2026 meeting.

What were the Say-On-Pay vote results for Central Pacific Financial Corp. (CPF)?

The advisory Say-On-Pay resolution received 19,880,004 votes for, 2,800,376 against, 15,119 abstentions and 1,369,298 broker non-votes. This non-binding approval reflects shareholder views on compensation for named executive officers but does not directly change pay levels or contractual arrangements by itself.

Which audit firm did Central Pacific Financial Corp. (CPF) shareholders ratify for 2026?

Shareholders ratified Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 23,976,091 votes for, 82,192 against and 6,514 abstentions. This ratification supports continuing engagement of Crowe LLP to audit the company’s financial statements.

What are broker non-votes in Central Pacific Financial Corp. (CPF) 2026 voting results?

Broker non-votes are shares held by brokers that are not voted on certain proposals when beneficial owners give no instructions. In this meeting, director elections and the Say-On-Pay resolution each showed 1,369,298 broker non-votes, which are counted for quorum but not as votes for or against.

Filing Exhibits & Attachments

3 documents