CENTRAL PACIFIC FINANCIAL CORP — Proxy Solicitation & Information Statement 2017

Mar 10, 2017

DEFA14A 1 cpf-defa14a_04282017.htm ADDITIONAL MATERIAL

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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 §240.14a-12 |

| CENTRAL
PACIFIC FINANCIAL CORP. | | |
| --- | --- | --- |
| (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 the appropriate box): | | |
| ☒ | No
fee required. | |
| ☐ | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | (1) | Title of each class of
securities to which transaction applies: |
| | (2) | Aggregate
number of securities to which transaction applies: |
| | (3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): |
| | (4) | Proposed
maximum aggregate value of transaction: |
| | (5) | Total
fee paid: |
| ☐ | Fee
paid previously with preliminary materials. | |
| ☐ | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing. | |
| | (1) | Amount
Previously Paid: |
| | (2) | Form,
Schedule or Registration Statement No.: |
| | (3) | Filing
Party: |
| | (4) | Date
Filed: |

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* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 28, 2017.

| CENTRAL
PACIFIC FINANCIAL CORP. | Meeting
Information — Meeting
Type: For
holders as of: | Annual
Meeting February
24, 2017 |
| --- | --- | --- |
| | Date: April 28, 2017 Time: 11:00 AM | |
| | Location: | Harbor
Square 4 th Floor, Waikiki Room 225 Queen Street Honolulu, Hawaii 96813 |
| CENTRAL PACIFIC FINANCIAL CORP. 220 SOUTH KING ST. 22 ND FLOOR HONOLULU, HI 96813 ATTN: GLENN K.C. CHING | You
are receiving this communication because you hold shares in the company named above. This
is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access
and review all of the important information contained in the proxy materials before voting. | |
| | See
the reverse side of this notice to obtain proxy materials and voting instructions. | |

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Before You Vote

How to Access the Proxy Materials

| Proxy Materials Available
to VIEW or RECEIVE: | | |
| --- | --- | --- |
| PROXY STATEMENT
ANNUAL REPORT ON FORM 10-K | | |
| How
to View Online: Have
the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. | | |
| How
to Request and Receive a PAPER or E-MAIL Copy: If
you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting
a copy. Please choose one of the following methods to make your request: | | |
| 1) | BY INTERNET : | www.proxyvote.com |
| 2) | BY
TELEPHONE : | 1-800-579-1639 |
| 3) | BY
E-MAIL* : | sendmaterial@proxyvote.com |
| *
If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow (located
on the following page) in the subject line. | | |
| Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to
your investment advisor. Please make the request as instructed above on or before April
14, 2017 to facilitate timely delivery. | | |

How To Vote

Please Choose One of the Following Voting Methods

| Vote
In Person: Many shareholder meetings have attendance
requirements including, but not limited to, the possession of an attendance ticket issued
by the entity holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance. At the meeting, you will need to request a ballot
to vote these shares. |
| --- |
| V ote
By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available
and follow the instructions. |
| Vot e
By Mail: You can vote by mail by requesting a paper copy of the materials,
which will include a proxy card. |

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| Voting
Items | |
| --- | --- |
| The
Board of Directors recommends you vote FOR the following: | |
| 1. | Election
of Directors |
| | Nominees: |

01)	Christine H. H. Camp	06)	Duane K. Kurisu
02)	John C. Dean	07)	Colbert M. Matsumoto
03)	Earl E. Fry	08)	A. Catherine Ngo
04)	Wayne K. Kamitaki	09)	Saedene K. Ota
05)	Paul J. Kosasa	10)	Crystal K. Rose

| The Board of Directors recommends
you vote FOR the following proposal: | |
| --- | --- |
| 2. | To approve, on a non-binding advisory basis, the compensation of the company’s named executive officers (“Say-On-Pay”). |
| The Board of Directors recommends
you vote EVERY YEAR on the following proposal: | |
| 3. | To cast a non-binding, advisory vote on the frequency
of the advisory “Say-On-Pay” vote. |
| The Board of Directors recommends
you vote FOR the following proposal: | |
| 4. | To ratify the appointment of KPMG LLP as the company’s
independent registered public accounting firm for the fiscal year ending December 31, 2017. |
| NOTE: Such other business as
may properly come before the meeting or any adjournment or postponement thereof shall be voted by the proxy holders in accordance
with the recommendation of the Board. | |

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