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) February 22, 2006
Centennial Bank Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 000-51556 | | 41-2150446 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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1331 Seventeenth St., Suite 300 | | |
Denver, CO | | 80202 |
(Address of principal executive offices) | | (Zip Code) |
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Registrant’s telephone number, including area code 303-296-9600 |
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On February 22, 2006, the Compensation, Nominating and Governance Committee of the Board of Directors of the Company approved cash bonus awards under the 2005 Executive Cash Incentive Plan and awarded additional discretionary amounts due to the various challenges faced, and achievements accomplished, by the Company in 2005.
The following table lists the total bonuses awarded to the Company’s “named executive officers”:
Named executive officer | | Title | | 2005 Cash Bonus | |
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David C. Boyles | | President and Chief Operating Officer | | $ | 360,000 | |
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Paul W. Taylor | | Executive Vice President and Chief Financial Officer | | 180,000 | |
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John W. Perkins | | President and Chief Executive Officer — Guaranty Bank and Trust Company | | 180,000 | |
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Daryll D. Southwick | | President and Chief Executive Officer — Centennial Bank of the West | | 180,000 | |
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John M. Eggemeyer, Chairman and CEO of the Company, elected not to receive a bonus.
Item 5.05 Amendments to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On February 22, 2006, the Company’s Board of Directors approved amendments to the Company’s Code of Business Conduct and Ethics. The principal amendments to the Code relate to the enhancement of the Conflicts of Interest provisions concerning the acceptance of gifts and entertainment.
A copy of the amended Code is furnished as Exhibit 14.1 hereto and incorporated herein by reference. In addition, a copy of the amended Code is available on the Company’s website, www.cbhi.com, under the “Corporate Governance” link.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is being filed herewith:
14.1 Centennial Bank Holdings, Inc. Code of Business Conduct and Ethics, dated February 22, 2006
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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.
CENTENNIAL BANK HOLDINGS, INC. |
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By: | /s/ Zsolt K. Besskó | |
| Name: Zsolt K. Besskó |
| Title: Executive Vice President, General
Counsel and Secretary |
Date: February 28, 2006
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