Form 8-K - Current report


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: February 8, 2024

(Date of earliest event reported)

Central Valley Community Bancorp

(Exact name of registrant as specified in its charter)

(State or other jurisdiction

of incorporation)

000-31977

(Commission File Number)

77-0539125

(IRS Employer

Identification Number)

7100 N. Financial Dr., Ste. 101, Fresno, CA

(Address of principal executive offices)

93720

(Zip Code)

559-298-1775

(Registrant’s telephone number, including area code)

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

Common Stock, no par value

CVCY

NASDAQ

(Title of Each Class)

(Trading Symbol)

(Name of Each Exchange on which Registered)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 o

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

On February 8, 2024, Central Valley Community Bancorp (“Central Valley”) a held a special meeting of shareholders (the “Special Meeting”) in connection with the Agreement and Plan of Reorganization and Merger, dated as of October 10, 2023 (the “Merger Agreement”), by and among Central Valley and Community West Bancshares (“Community West”). Pursuant to the Merger Agreement, Community West will merge with and into Central Valley with Central Valley as the surviving corporation (the “Merger”), and immediately following the Merger, Community West Bank, a wholly owned subsidiary of Community West will merge with and into Central Valley Community Bank, with Central Valley Community Bank continuing as the surviving banking institution . At the Special Meeting, Central Valley shareholders considered certain matters related to the Merger Agreement, each of which is described more fully in the joint proxy statement/prospectus of Central Valley and Community West dated January 5, 2024 (the “Joint Proxy Statement/Prospectus”), as supplemented by certain Company filings prior to the date of the Special Meeting. A total of 8,717,287 shares of Central Valley’s common stock were represented in person or by proxy at the Special Meeting, which represented approximately 74% of Central Valley’s total outstanding shares of common stock entitled to vote at the Special Meeting.

Proposal No. 1. Approval of Merger Agreement. To approve the principal terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger of Community West with and into Central Valley, and the issuance of Central Valley common stock to the Community West shareholders in connection with the Merger (the “Central Valley share issuance”), as described in the Joint Proxy Statement/Prospectus.


For	Against	Abstain
8,696,800	2,502	17,985

Proposal No. 2. Grant of Discretionary Authority to Adjourn Meeting. To consider and vote upon a proposal to grant discretionary authority to adjourn the Special Meeting if necessary or appropriate in the judgment of our board of directors to solicit additional proxies or votes to approve the principal terms of the Merger Agreement and the transactions contemplated thereby, including the Merger and the Central Valley share issuance.


For	Against	Abstain
8,399,498	282,762	35,027

Item 8.01. Other Events

On February 9, 2024, Central Valley and Community West issued a joint press release announcing that shareholders of both companies have approved the merger of Community West with and into Central Valley, with Central Valley as the resulting Company, and Community West Bank with and into Central Valley Community Bank at special meetings held on February 8, 2024. The transaction is expected to be completed on April 1, 2024 subject to the satisfaction of customary closing conditions.

The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None

(b) Pro forma financial information:

None

(d) Exhibits

99.1 Join t Pre ss Release of Central Valley Community Ban corp and Community West Ban c shares date d F ebruary 9, 2024

SIGNATURE

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:			February 9, 2024			CENTRAL VALLEY COMMUNITY BANCORP By: /s/ Shannon Livingston Shannon Livingston Executive Vice President and Chief Financial Officer

FOR IMMEDIATE RELEASE

CENTRAL VALLEY COMMUNITY BANCORP AND COMMUNITY WEST BANCSHARES ANNOUNCE RECEIPT OF SHAREHOLDER APPROVAL FOR MERGER

Fresno and Goleta, California…February 9, 2024…Central Valley Community Bancorp (Central Valley), (NASDAQ: CVCY), headquartered in Fresno, California, together with its banking subsidiary, Central Valley Community Bank (CVCB) and Community West Bancshares (Community West), (NASDAQ: CWBC), parent company of Community West Bank (CWB), headquartered in Goleta, California, announced today that shareholders of both companies approved the merger of Community West with and into Central Valley, with Central Valley as the resulting company, and Community West Bank with and into Central Valley Community Bank at special meetings held on February 8, 2024.

Additionally, all required regulatory approvals have been received for the merger and the closing of the transaction is expected to be completed as of April 1, 2024, subject to certain other customary closing conditions. Following the closing of the merger, the resulting company will assume the name Community West Bancshares, and Central Valley Community Bank will assume the name Community West Bank to reflect the expanded territory of the combined company. The conversion of all operational systems is expected to be completed in the third quarter of 2024.

Based on financial results as of September 30, 2023, the combined company will have approximately $3.6 billion in total assets and 27 banking centers located in Central California.

“Shareholder approval from both banks confirms their confidence in the merger and brings us one step closer to uniting our two great organizations,” stated James J. Kim, President and CEO of Central Valley Community Bancorp and Central Valley Community Bank. “We are proud of our 44-year history of financial performance, and equally proud to have Community West Bank’s team joining our team to expand service in Central California. Together, we look forward to providing enhanced professional employee development opportunities and the highest standards of service to our valued clients and the communities we are so fortunate to support.”

“We believe the future is bright for Community West Bank as a combined organization with Central Valley Community Bank. The shared values, corporate cultures and impressive history of both banks will bring greater opportunity to shareholders, clients, employees and the community,” stated Martin E. Plourd, CEO and Director of Community West Bancshares and Community West Bank.

About Central Valley Community Bancorp

Central Valley Community Bancorp trades on the NASDAQ stock exchange under the symbol CVCY. Central Valley Community Bank (CVCB), headquartered in Fresno, California, was founded in 1979 and is the banking subsidiary of Central Valley Community Bancorp. CVCB operates 20 full-service Banking Centers throughout California’s San Joaquin Valley and Greater Sacramento region, in addition to CVCB maintaining Commercial, Real Estate and Agribusiness Lending, as well as Private Banking and Cash Management Departments.

Members of Central Valley Community Bancorp’s and CVCB’s Board of Directors are:

Daniel J. Doyle (Chairman), Daniel N. Cunningham (Vice Chairman), F. T. “Tommy” Elliott, IV, Robert J. Flautt, Gary D. Gall, James J. Kim, Andriana D. Majarian, Steven D. McDonald, Louis McMurray, Karen A. Musson, Dorothea D. Silva, and William S. Smittcamp. More information about Central Valley Community Bancorp and Central Valley Community Bank can be found at www.cvcb.com. Also, visit Central Valley Community Bank on Twitter, Facebook and LinkedIn.

About Community West Bancshares

Community West Bancshares is a financial services company with headquarters in Goleta, California. The Company is the holding company for Community West Bank, the largest publicly traded community bank (by assets) serving California’s Central Coast area of Ventura, Santa Barbara and San Luis Obispo Counties. Community West Bank has seven full-service California branch banking offices in Goleta, Santa Barbara, Santa Maria, Ventura, San Luis Obispo, Oxnard and Paso Robles. The principal business activities of the Company are relationship banking, manufactured housing lending and government guaranteed lending.

Central Valley Community Bancorp Investor Contact: Media Contact:

Shannon Livingston Debbie Nalchajian-Cohen

Central Valley Community Bank Central Valley Community Bank

(916) 235-4617 or (559) 289-8470 cell (559) 222-1322 or (559) 281-1312 cell

Community West Bancshares Investor Contact:

Richard Pimentel

Community West Bank

(805) 692-4410

Forward-Looking Statements – This press release contains certain forward-looking information about Central Valley, Community West, and the combined company after the close of the merger and is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Such statements involve inherent risks, uncertainties, and contingencies, many of which are difficult to predict and are generally beyond the control of Central Valley, Community West and the combined company. Central Valley and Community West caution readers that a number of

important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by Central Valley and Community West with the SEC, risks and uncertainties for each institution and the combined institution include, but are not limited to, conditions to the closing of the merger may not be satisfied; the expected business expansion may be less successful as projected; the integration of each party’s management, personnel and operations may not be successfully achieved or may be materially delayed or may be more costly or difficult than expected, deposit attrition, customer or employee loss and/or revenue loss as a result of the announcement of the proposed merger, and expenses related to the proposed merger may be greater than; and other risk factors described in documents filed by Central Valley and Community West with the SEC. All forward-looking statements included in this press release are based on information available at the time of this press release. We are under no obligation to and expressly disclaim any such obligation to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.

Cover	Feb. 09, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 08, 2024
Entity Registrant Name	Central Valley Community Bancorp
Entity Incorporation, State or Country Code	CA
Entity File Number	000-31977
Entity Tax Identification Number	77-0539125
Entity Address, Address Line One	7100 N. Financial Dr., Ste. 101
Entity Address, City or Town	Fresno
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93720
City Area Code	559
Local Phone Number	298-1775
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001127371
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	CVCY
Security Exchange Name	NASDAQ