UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported):
December
22, 2008
Central
Pacific Financial Corp.
(Exact
name of registrant as specified in its charter)
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Hawaii
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0-10777
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99-0212597
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(State
or other jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
incorporation)
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Number)
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Identification
No.
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220
South King Street, Honolulu, Hawaii
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96813
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers;
Compensatory Arrangements of Certain Officers.
Effective December 31, 2008, Clayton Honbo, a member
of the Board of Directors (the "Board") of Central Pacific Financial Corp. (the
“Company”), will retire from the Board due to the Company's age 70 Board service
limit.
Item
5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 22, 2008, the Board took action to amend the Bylaws of the Company to
reduce the size of the Board from fourteen to twelve directors and to reduce the
number of the Class I and Class III Directors from five to four members in each
Class, all to be effective as of December 31, 2008. As of August 1, 2008,
the Company's Board has had one Class I Board vacancy due to the retirement of
Clint Arnoldus. Effective December 31, 2008, the Company will have one
Class III Board vacancy due to the retirement of Mr. Honbo. Each of these
vacancies will be eliminated by the reduction in the number of directors in each
of these classes. The Company's Board currently has four Class II director
positions, each of which is filled.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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||
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3.3
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Central
Pacific Financial Corp. Board of Directors Resolution - Amendment of
Bylaws dated December 22,
2008.
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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.
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Central
Pacific Financial Corp.
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(Registrant)
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Date: December
22, 2008
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By:
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/s/ Ronald K. Migita |
| Ronald K. Migita | ||
| Chairman, President and Chief Executive Officer |
EXHIBIT
INDEX
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Exhibit
No.
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Description
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3.3
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Central
Pacific Financial Corp. Board of Directors Resolution - Amendment of
Bylaws dated December 22,
2008.
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