What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-15 compared with 2021-03-15 · 54 added, 28 removed, 120 unchanged (41% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Principal Accounting Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15 under the Exchange Act, as of the end of the fiscal year covered by this Annual Report on Form 10-K.

under the Exchange Act, as of the end of the fiscal year covered by this Annual Report on Form 10-K.

Based upon that evaluation, our Chief Executive Officer and Principal Accounting Officer concluded that our disclosure controls and procedures as of December 31, 2021, were effective.

4 unchanged sentences

Other Information

There was no information the Company was required to disclose in a current report on Form 8-K during the fourth quarter of 2020 that was not reported.

There was no information the Company was required to disclose in a current report on Form 8-K

during the fourth quarter of 2021 that was not reported.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable

Directors, Executive Officers, and Corporate Governance

The information contained under the captions “Proposal 1 - Election of Directors”, “Beneficial Ownership of Common Shares of the Corporation Delinquent - Section 16(a) Reports”, “Board of Director Meetings and Committees – Audit Committee”, “Corporate Governance - Code of Ethics” and “Corporate Governance – Nominating Procedure” and “Executive Officers of the Corporation” in the 2021 Proxy Statement is incorporated herein by reference in response to this Item.

The information contained under the captions “Proposal 1 – Election of Directors”, “Beneficial Ownership of Common Shares of the Corporation – Delinquent – Section 16(a) Reports”, “Board of Director Meetings and Committees – Audit Committee”, “Corporate Governance – Code of Ethics”, “Corporate Governance – Nominating Procedure” and “Executive Officers of the Corporation” in the 2022 Proxy Statement is incorporated herein by reference in response to this Item.

Executive Compensation.

2 unchanged sentences

The information contained under the caption “Beneficial Ownership of Common Shares of the Company” in the 2022 Proxy Statement is incorporated herein by reference in response to this Item.

The following table shows the number of common shares remaining available for awards under the 2014 Incentive Plan at December 31, 2020.

The following table shows the number of common shares remaining available for awards under the Company’s 2014 Incentive Plan at December 31, 2021.

Equity Compensation Plan Information

15 unchanged sentences

shares reflected in

Equity compensation plans approved by

Equity compensation plans not approved by

Equity compensation plans approved by shareholders

Equity compensation plans not approved by shareholders

Certain Relationships and Related Transactions, and Director Independence.

The information contained under the caption “Corporate Governance-Director Independence” and “Corporate Governance - Transactions with Directors, Officers and Associates” in the 2021 Proxy Statement is incorporated herein by reference in response to this Item.

The information contained under the caption “Corporate Governance – Director Independence” and “Corporate Governance – Transactions with Directors, Officers and Related Persons” in the 2022 Proxy Statement is incorporated herein by reference in response to this Item.

Principal Accountant Fees and Services.

4 unchanged sentences

Civista Bancshares, Inc.’s Report of Independent Auditors and Consolidated Financial Statements and accompanying notes are listed below and are incorporated herein by reference from pages 25 through 94 of the 2021 Annual Report (included as Exhibit 13.1 hereto).

Report of Independent Registered Public Accounting Firm on Financial Statements

Report of Independent Registered Public Accounting Firm on Financial Statements (PCAOB ID:

Consolidated Balance Sheets

11 unchanged sentences

All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

Agreement and Plan of Merger, dated March 11, 2018 by and between Civista Bancshares, Inc., Civista Bank, United Community Bancorp and United Community Bank

Filed as Exhibit 2.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on March 12, 2018 and incorporated herein by reference.

Agreement and Plan of Merger, dated January 10, 2022 by and between Civista Bancshares, Inc.

and Comunibanc Corp.

Filed as Exhibit 2.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K

dated and filed on January 10, 2022 and incorporated herein by reference.

Second Amended and Restated Articles of Incorporation of Civista Bancshares, Inc., as filed with the Ohio Secretary of State on November 15, 2018

Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on November 16, 2018 and incorporated herein by reference (File No.

Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K

dated and filed on November 16, 2018 and incorporated herein by reference (File No.

Amended and Restated Code of Regulations of Civista Bancshares, Inc.

(adopted April 15, 2008).

Filed as Exhibit 3.2 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2017, filed on November 8, 2017 and incorporated herein by reference.

Filed as Exhibit 3.2 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q

for the period ended September 30, 2017, filed on November 8, 2017 and incorporated herein by reference.

Indenture dated November 30, 2021, by and between Civista Bancshares, Inc.

and UMB Bank, National Association, as Trustee.

Filed as Exhibit 4.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K

dated and filed on November 30, 2022 and incorporated herein by reference (File No.

Forms of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031.

Included as Exhibit A-1

and Exhibit A-2

to the Indenture filed as Exhibit 4.1 hereto.

Agreement to furnish instrument and agreements defining rights of holders of long-term debt.

1 unchanged sentence

Description of Capital Stock of Civista Bancshares, Inc.

Included herewith.

Filed as Exhibit 4.2 to Civista Bancshares, Inc.’s Annual Report on Form 10-K

for the year ended December 31, 2021, filed on March 15, 2021 and incorporated herein by reference (File No.

Form of Change of Control Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers.

Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on March 8, 2019 and incorporated herein by reference.

Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K

dated and filed on March 8, 2019 and incorporated herein by reference.

Form of Amended and Restated Change of Control Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers.

Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on March 8, 2019 and incorporated herein by reference.

Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K

dated and filed on March 8, 2019 and incorporated herein by reference.

Form of Pension Shortfall Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers.

Filed as Exhibit 10.2 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on October 29, 2015 and incorporated herein by reference.

Filed as Exhibit 10.2 to Civista Bancshares, Inc.’s Current Report on Form 8-K

dated and filed on October 29, 2015 and incorporated herein by reference.

Supplemental Nonqualified Executive Retirement Plan

Filed as Exhibit 10.12 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 15, 2012 and incorporated herein by reference (File No.

Filed as Exhibit 10.12 to Civista Bancshares, Inc.’s Annual Report on Form 10-K

for the year ended December 31, 2011, filed on March 15, 2012 and incorporated herein by reference (File No.

Amendment to Supplemental Nonqualified Executive Retirement Plan

Filed as Exhibit 10.13 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 15, 2012 and incorporated herein by reference (File No.

Filed as Exhibit 10.13 to Civista Bancshares, Inc.’s Annual Report on Form 10-K

for the year ended December 31, 2011, filed on March 15, 2012 and incorporated herein by reference (File No.

Second Amendment to Supplemental Nonqualified Executive Retirement Plan

Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2016, filed on August 9, 2016 and incorporated herein by reference (File No.

Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q

for the period ended June 30, 2016, filed on August 9, 2016 and incorporated herein by reference (File No.

2018 Amendment to Supplemental Nonqualified Executive Retirement Plan

Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed on August 8, 2018 and incorporated herein by reference (File No.

Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q

for the period ended June 30, 2018, filed on August 8, 2018 and incorporated herein by reference (File No.

Civista Bancshares, Inc.

2014 Incentive Plan

Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Registration Statement on Form S-8 filed on February 26, 2015 and incorporated herein by reference (File No.

Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Registration Statement on Form S-8

filed on February 26, 2015 and incorporated herein by reference (File No.

Form of Restricted Stock Award Agreement under Civista Bancshares, Inc.

2014 Incentive Plan

Filed as Exhibit 10.8 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 15, 2019 and incorporated herein by reference.

Statement regarding earnings per share

Included in Note 22 to the Consolidated Financial Statements filed as Exhibit 13.1 of this Annual Report on Form 10-K.

Filed as Exhibit 10.8 to Civista Bancshares, Inc.’s Annual Report on Form 10-K

for the year ended December 31, 2018, filed on March 15, 2019 and incorporated herein by reference.

Civista Bancshares, Inc.

3 unchanged sentences

Included herewith

Consent of BKD, LLP

Included herewith

Consent of S.R.

11 unchanged sentences

Included herewith

The following materials from Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T:

The following materials from Civista Bancshares, Inc.’s Annual Report on Form 10-K

for the year ended December 31, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T:

(i) Consolidated Balance Sheets as of December 31, 2021 and 2020;

6 unchanged sentences

* Management contract or compensatory plan or arrangement

Form 10-K Summary

Not Applicable

7 unchanged sentences

/s/ Thomas A.

Nickles, CPA , CFE , FCPA , CFF , CICA

Nickles, CPA , CFE , CICA

Depler, Director

Nickles, CPA , CFE , FCPA , CFF , CICA , Director

Nickles, CPA, CFE , CICA , Director

/s/ Harry Singer

16 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures