Community West Bancshares

Regulatory Filings • May 22, 2020

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 20, 2020

CENTRAL VALLEY COMMUNITY BANCORP

(Exact Name of Registrant as Specified in Charter)

California	000-31977	77-0539125
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7100 N. Financial Dr., Suite 101, Fresno, CA	93720
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (559) 298-1775

(Former Name or Former Address, if Changed Since Last Report) Not Applicable

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

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

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

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

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

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

Emerging growth company o

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 o

Item 1.01 Entry Into A Material Definitive Agreement.

On May 20, 2020, the Executive and Directors Resource Committee of the Board of Directors of Central Valley Community Bancorp (Company) recommended to the Board of Directors (Board), and the Board approved, the grant of restricted stock awards to all the directors listed below. A total of 14,090 shares of restricted stock were granted with a grant date of May 20, 2020. The closing market price of the Company’s common stock on the grant date was $14.19 per share. The restrictions for directors will lapse upon the one-year anniversary of the grant date, subject to 100% accelerated vesting upon a change of control of the Company. Each recipient of an award of restricted stock will enter into a restricted stock award agreement under the Company’s 2015 Omnibus Incentive Plan.

Director/Executive	Restricted Stock Award Granted	Restriction Expiration in Years
Daniel N. Cunningham, Vice Chairman	1,409	1
Daniel J. Doyle, Director, Chairman of the Board	1,409	1
F. T. (“Tommy”) Elliott, IV, Director	1,409	1
Robert J. Flautt, Director	1,409	1
Gary D. Gall, Director	1,409	1
Steven D. McDonald, Director	1,409	1
Louis C. McMurray, Director	1,409	1
Karen A. Musson, Director	1,409	1
Dorothea D. Silva, Director	1,409	1
William S. Smittcamp, Director	1,409	1
Total	14,090

Item 5.02(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Please refer to the information set forth at Item 1.01 above.

Item 5.07 Submission of Matters to a Vote of Security Holders

a. On May 20, 2020 Central Valley Community Bancorp held its Annual Meeting of Shareholders.

b. The final results of voting for each matter submitted to a vote of shareholders at the meeting are as follows:

Elected Directors of the Company to serve until the 2021 Annual Meeting of Shareholders and until their successors are elected and qualified.

In the election of directors, no candidates were nominated for election as a director other than the nominees of the Board of Directors whose names were set forth in the Company’s proxy statement dated April 1, 2020. Set forth below is a tabulation of the votes cast in the election of Directors with respect to each nominee for office:

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Director	Votes Cast for Election	Votes Withheld	Broker Non-Votes
Daniel N. Cunningham	8,272,395	254,095	1,428,094
Daniel J. Doyle	6,379,760	2,146,730	1,428,094
Frank T. (“Tommy”) Elliott, IV	8,386,285	140,205	1,428,094
Robert J. Flautt	6,050,177	2,476,313	1,428,094
James M. Ford	8,318,338	208,152	1,428,094
Gary D. Gall	6,032,233	2,494,257	1,428,094
Steven D. McDonald	8,278,859	247,631	1,428,094
Louis McMurray	8,272,805	253,685	1,428,094
Karen A. Musson	8,279,426	247,064	1,428,094
Dorothea D. Silva	8,397,339	129,151	1,428,094
William S. Smittcamp	7,699,694	826,796	1,428,094

The ratification of the appointment of Crowe LLP for the 2020 fiscal year as the Company’s independent registered public accounting firm. The appointment was ratified by the following votes:

For	Against	Abstain
9,912,668	38,894	3,022

The adoption of a non-binding advisory resolution approving executive compensation. The resolution was ratified by the following votes:

For	Against	Abstain	Broker Non-Votes
7,527,490	230,421	768,579	1,428,094

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.

Central Valley Community Bancorp — By:	/s/ David A. Kinross
Name:	David A. Kinross
Title:	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

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