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EX-99.1 - EXHIBIT 99.1 - CENTER FINANCIAL CORP | a6324963ex99_1.htm |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 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)
June
9, 2010
CENTER FINANCIAL CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
California |
000-50050 |
52-2380548 |
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(I.R.S. Employer |
3435 Wilshire Boulevard, Suite 700, Los Angeles, California 90010
(Address
of Principal Executive Offices) (Zip Code)
(213) 251-2222
(Registrant’s
Telephone Number, including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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))
Item 5.02. Departure of Directors or Principal Officers;
Election of Directors;
Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
(c) On June 9, 2010, the Company appointed Douglas J. Goddard, age 58, as interim chief financial officer of the Company and its wholly-owned subsidiary, Center Bank, effective June 10, 2010. He will serve until the Company completes its search for a permanent chief financial officer. From 1997 through December 2009, Goddard served as executive vice president and chief financial officer of the former First Federal Bank of California, headquartered in Los Angeles, California. Since December 2009 he has performed financial management consulting engagements for community banks. A copy of the June 9, 2010 news release announcing this appointment is attached hereto as Exhibit 99.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company’s annual meeting of shareholders was held on June 9, 2010, at which time shareholders voted in favor of items 1, election of directors, 2, ratification of appointment of independent accountants, and 3, advisory vote on executive compensation. Proxies were solicited by the Company’s management pursuant to Regulation 14 under the Securities Exchange Act of 1934.
A total of 24,307,750 shares were represented and voting at the meeting, constituting 60.9% of the 39,889,257 issued and outstanding shares entitled to vote at the meeting. There was no solicitation in opposition to Management’s nominees for directorship as listed in the proxy statement, and all of such nominees were elected pursuant to the vote of shareholders.
The vote on the election of directors was as follows:
Authority Given |
Authority Withheld |
|||
David Z. Hong | 20,449,005 | 328,664 | ||
Jin Chul Jhung | 19,496,668 | 1,281,001 | ||
Chang Hwi Kim | 20,449,505 | 328,164 | ||
Kevin S. Kim | 20,449,505 | 328,164 | ||
Peter Y.S. Kim | 20,449,205 | 328,464 | ||
Sang Hoon Kim | 20,449,205 | 328,464 | ||
Chung Hyun Lee | 19,496,668 | 1,281,001 | ||
Jae Whan Yoo | 19,415,956 | 1,361,713 |
There were 3,530,081 broker non-votes received with respect to this item.
The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2010 was ratified, with the number of shares cast as follows:
For: | 23,251,820 |
Against: | 1,054,829 |
Abstain: | 1,741 |
The number of shares voting “for” constituted 95.7% of the total number of shares represented and voting at the meeting with respect to proposal 2. There were no broker non-votes received with respect to this item.
The resolution approving, on an advisory and non-binding basis, the compensation paid to the Company’s Named Executive Officers, as described in the Company’s Proxy Statement dated April 30, 2010 was approved, with the number of shares cast as follows:
For: | 21,841,730 |
Against: | 2,344,097 |
Abstain: | 121,736 |
The number of shares voting “for” constituted 89.9% of the total number of shares represented and voting at the meeting with respect to proposal 3. There were no broker non-votes received with respect to this item.
Item 9.01. Financial Statements and Exhibits
Exhibit | Description |
99.1 | News Release dated June 9, 2010 |
SIGNATURES
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.
Dated: |
June 10, 2010 |
CENTER FINANCIAL CORPORATION |
|
|
|
By: |
/s/ Jae Whan Yoo |
|
Jae Whan Yoo |
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|
President and Chief Financial Officer |
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