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.