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): May 15, 2023
CATHAY GENERAL BANCORP
(Exact name of registrant as specified in its charter)
| Delaware | 001-31830 | 95-4274680 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
777 North Broadway, Los Angeles, California 90012
(Address of principal executive offices) (Zip Code)
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock | CATY | Nasdaq Global Select Market |
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 15, 2023, Cathay General Bancorp (the “Company”) held its Annual Meeting of Stockholders at which the stockholders voted upon (i) the election of four Class III directors to serve until the 2026 annual meeting of stockholders, (ii) an advisory (non-binding) resolution to approve the Company’s executive compensation disclosed in the proxy statement, and (iii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year.
The stockholders elected all four Class III director nominees, approved 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 2023 fiscal year. On the record date of March 23, 2023, there were 72,390,081 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.
Election of Directors
| Nominee | Class | For | Against | Abstain | Broker Non-Votes |
| Nelson Chung | III | 48,390,802 | 5,140,028 | 47,190 | 6,316,629 |
| Felix S. Fernandez | III | 52,184,378 | 1,343,545 | 50,097 | 6,316,629 |
| Maan-Huei Hung | III | 48,113,356 | 5,417,473 | 47,191 | 6,316,629 |
| Richard Sun | III | 41,467,266 | 12,055,285 | 55,469 | 6,316,629 |
Advisory (Non-Binding) Vote to Approve Our Executive Compensation
| For | Against | Abstain | Broker Non-Votes |
| 50,476,410 | 2,968,055 | 133,555 | 6,316,629 |
Proposal to Ratify the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for the 2023 Fiscal Year
| For | Against | Abstain | Broker Non-Votes |
| 59,009,128 | 857,967 | 27,554 | N/A |
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 thereunto duly authorized.
| Date: May 16, 2023 | | |
| | CATHAY GENERAL BANCORP | |
| | | |
| | | |
| By: | /s/ Heng W. Chen | |
| | Heng W. Chen Executive Vice President and Chief Financial Officer | |
