Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
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.
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.
Reports on Internal Control Over Financial Reporting
The “Management’s Report on Internal Control over Financial Reporting” and the “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” located on pages 24 through 27 of the 2021 Annual Report are incorporated herein by reference.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. 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 2021 that was not reported.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable
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PART III
Item 10. 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”, “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.
Item 11. Executive Compensation.
The information contained under the captions “2021 Compensation of Directors”, “Compensation Committee Interlocks and Insider Participation” and “Executive Compensation” in the 2022 Proxy Statement is incorporated herein by reference in response to this Item.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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 Company’s 2014 Incentive Plan at December 31, 2021.
Equity Compensation Plan Information
Plan category
(a)
Number of Common
Shares to be issued upon
exercise
of outstanding options,
warrants and rights (a)
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights (b)
(c)
Number of Common
Shares remaining
available for future
issuance under equity
compensation plans
(excluding common
shares reflected in
column (a) )
Equity compensation plans approved by shareholders
—
—
154,123
Equity compensation plans not approved by shareholders
—
—
—
Total
—
—
154,123
Item 13. 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 Related Persons” in the 2022 Proxy Statement is incorporated herein by reference in response to this Item.
Item 14. Principal Accountant Fees and Services.
The information contained under the caption “Audit Committee Matters” of the 2022 Proxy Statement is incorporated herein by reference in response to this Item.
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PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) Documents filed as a Part of the Report
1.
Financial Statements.
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 (PCAOB ID: 686)
Consolidated Balance Sheets
December 31, 2021 and 2020
Consolidated Statements of Operations
For the years ended December 31, 20210, 2020 and 2019
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Changes in Shareholders’ Equity
For the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows
For the years ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
2.
Financial Statement Schedules.
All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
3.
Exhibits
Exhibit
Description
Location
2.1
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. (File No. 001-36192).
3.1
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. 001-36192).
3.2
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. (File No. 001-36192)
4.1
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. 001-36192).
4.2
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.
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Exhibit
Description
Location
4.3
Agreement to furnish instrument and agreements defining rights of holders of long-term debt.
Included herewith.
4.4
Description of Capital Stock of Civista Bancshares, Inc.
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. 001-36192).
10.1*
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. (File No. 001-36192).
10.2*
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. (File No. 001-36192).
10.3*
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. (File No. 001-36192).
10.4*
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. 0-25980).
10.5*
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. 0-25980).
10.6*
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. 1-36192)
10.7*
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. 1-36192).
10.8*
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. 333-202316).
10.9*
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. (File No. 1-36192)
13.1
Civista Bancshares, Inc. 2021 Annual Report to Shareholders (not deemed filed except for portions which are specifically incorporated by reference in this Annual Report on Form 10-K)
Included herewith
21.1
Subsidiaries of CBI
Included herewith
23.1
Consent of BKD, LLP
Included herewith
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Exhibit
Description
Location
23.2
Consent of S.R. Snodgrass, P.C.
Included herewith
31.1
Rule 13a-14(a)/15-d-14(a) Certification of Chief Executive Officer
Included herewith
31.2
Rule 13a-14(a)/15-d-14(a) Certification of Principal Accounting Officer
Included herewith
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Included herewith
32.2
Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Included herewith
101
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; (ii) Consolidated Statements of Operations for each of the three years ended December 31, 2021, 2020 and 2019; (iii) Consolidated Statements of Comprehensive Income for each of the three years ended December 31, 2021, 2020 and 2019; (iv) Consolidated Statements of Changes in Shareholders’ Equity for each of the three years ended December 31, 2021, 2020 and 2019; (v) Consolidated Statement of Cash Flows for each of the three years ended December 31, 2021, 2020 and 2019; and (vi) Notes to Consolidated Financial Statements .
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Management contract or compensatory plan or arrangement
Item 16. Form 10-K
Summary
Not Applicable
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Civista Bancshares, Inc.
By
/s/ Dennis G. Shaffer
Dennis G. Shaffer, President & CEO
(Principal Executive Officer)
Date: March 15, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on March 15, 2022 by the following persons (including a majority of the Board of Directors of the Registrant) in the capacities indicated:
/s/ Thomas A. Depler
/s/ Allen R. Nickles, CPA , CFE , CICA
Thomas A. Depler, Director
Allen R. Nickles, CPA, CFE , CICA , Director
/s/ Harry Singer
/s/ Julie A. Mattlin
Harry Singer, Director
Julie A. Mattlin, Director
/s/ Todd A. Michel
/s/ M. Patricia Oliver
Todd A. Michel, Senior Vice President,
M. Patricia Oliver, Director
(Principal Accounting Officer)
/s/ James O. Miller
/s/ Daniel J. White
James O. Miller, Chairman of the Board
Daniel J. White, Director
/s/ Dennis E. Murray, Jr.
/s/ Dennis G. Shaffer
Dennis E. Murray, Jr., Director
Dennis G. Shaffer, President & CEO,
(Principal Executive Officer)
/s/ William F. Ritzmann
William F. Ritzmann, Director
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