Cathay General Bancorp filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Date of Report (Date of earliest event reported): May 12, 2025

 

CATHAY GENERAL BANCORP
(Exact name of registrant as specified in its charter)

 

 

777 North Broadway, Los Angeles, California     90012

           

Registrant’s telephone number, including area code: (213) 625-4700

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

 

The Board of Directors of Cathay General Bancorp (the “Company”) ‎previously approved, subject to stockholder approval, the Cathay General Bancorp 2005 Incentive Plan, As Amended and Restated (the “Plan”), which made certain changes to the existing equity plan and increased the number of shares of the Company’s common stock authorized for issuance under the Plan by 1,724,538 shares. At the Company’s 2025 Annual Meeting of Stockholders‎, the Company’s stockholders approved the Plan, which shall be effective as of May 12, 2025.

 

A summary of the Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2025. The summary and the description above of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 12, 2025, the Company held its Annual Meeting of Stockholders at which the stockholders voted upon (i) the election of four Class II directors to serve until the 2028 annual meeting of stockholders, (ii) the approval of the Company’s 2005 Incentive Plan, as Amended and Restated, (iii) an advisory (non-binding) resolution to approve the Company’s executive compensation disclosed in the proxy statement, and (iv) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year.

 

The stockholders elected all four Class II director nominees, approved the Company’s 2005 Incentive Plan, as Amended and Restated, the advisory (non-binding) resolution to approve the Company’s executive compensation disclosed in the proxy statement, and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year.

 

On the record date of March 20, 2025, there were 70,004,272 shares of the Company’s common stock issued and outstanding and entitled to vote at the annual meeting. The number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each such matter voted upon, as applicable, are set forth below.

 

 

 

 

 

 

 

 

 

 

 

Item 9.01         Financial Statements and Exhibits.

 

 

 

 

 

 

 

 

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 thereunto duly authorized.

 

Date: May 13, 2025