8-K

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):

April 25, 2014

Central Pacific Financial Corp.

(Exact name of registrant as specified in its charter)

Hawaii	0-10777	99-0212597
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

220 South King Street, Honolulu, Hawaii
(Address of principal executive offices) 96813
(Zip Code)

(808) 544-0500
(Registrant’s telephone number, including area code)

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 3.03   Material Modification to Rights of Security Holders

On April 25, 2014, the shareholders of the Company approved a two-year extension (until May 2, 2016) of a protective amendment (the “Protective Amendment Extension”) to the Company’s Articles of Incorporation to protect the Company’s ability to use certain tax assets, such as net operating loss carryforwards.  A copy of the Protective Amendment Extension is attached hereto as Exhibit 3.1 and incorporated herein by reference.  As described  in Proposal 5 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 7, 2014, the Protective Amendment Extension restricts, for an additional two-year period, certain transfers of the Company’s common stock if such a transfer would cause the transferee and its affiliates to own more than 4.99% of the Company’s common stock.

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

On April 25, 2014, the Company held its Annual Meeting of Shareholders at which the shareholders voted upon and approved (i) the election of nine (9) nominees as directors; (ii) ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014; (iii) an advisory (non-binding) shareholder resolution to approve the compensation of the Company’s executive officers; (iv) by ratification, extension of the Company’s Tax Benefits Preservation Plan and  (v) the Protective Amendment Extension as set forth above.

The final number of votes cast for or against (withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.

		For	Against/Withheld	Abstained	Broker Non-Vote
1.	Nominees as Directors:
	Alvaro J. Aguirre	35,416,871	309,127	--	4,119,933
	James F. Burr	35,416,729	309,269	--	4,119,933
	Christine H.H. Camp	35,646,404	79,594	--	4,119,933
	John C. Dean	35,538,673	187,325	--	4,119,933
	Earl E. Fry	35,538,516	187,482	--	4,119,933
	Paul J. Kosasa	35,399,436	326,562	--	4,119,933
	Duane K. Kurisu	35,464,368	261,630	--	4,119,933
	Colbert M. Matsumoto	35,402,666	323,332	--	4,119,933
	Crystal K. Rose	35,535,358	190,640	--	4,119,933

-2-

		For	Against/Withheld	Abstained	Broker Non-Vote
2.	Ratification of appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2014.	39,713,003	127,577	5,351	--
3.	Non-binding advisory vote to approve compensation of the Company’s named executive officers.	35,502,612	201,006	22,380	4,119,933
4.	Ratification of extension of the Tax Benefits Preservation Plan	35,328,761	390,388	6,849	4,119,933
5.	Approval of the Protective Amendment Extension	39,717,777	113,059	15,095	--

Item 9.01.  Financial Statements and Exhibits.

(d)  The following exhibits are being filed herewith:

Exhibit No.Exhibit Description

3.1Amendment to the Articles of Incorporation setting forth the Protective Amendment Extension

-3-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Central Pacific Financial Corp. (Registrant)
Date: April 28, 2014	By:	/s/ Glenn K. C. Ching
		Glenn K.C. Ching Senior Vice President, General Counsel and Corporate Secretary

-4-

EXHIBIT INDEX

Item 9.01.  Financial Statements and Exhibits.

(d)  The following exhibits are being filed herewith:

Exhibit No.Exhibit Description

3.1Amendment to Articles of Incorporation setting forth the Protective Amendment Extension

-5-

EX-3.1

Exhibit No. 3.1

STATE OF HAWAII DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS Business Registration Division 335 Merchant Street Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810 Phone No. (808) 586-2727 ARTICLES OF AMENDMENT (Section 414-266, Hawaii Revised Statutes) 7/2008 D$#=DK PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK The undersigned, duly authorized officer of the corporation submitting these Articles of Amendment, certifies as follows: 1. The name of the corporation is: 2. The amendment(s) adopted is attached. 3. The total number of shares outstanding is: 4. The amendment(s) was adopted (check one): at a meeting of the shareholders held on (Month Day Year) 5. If the amendment(s) provides for an exchange, reclassification, or cancellation of issued shares, provisions necessary to effect the exchange, reclassification, or cancellation, if any, have been made. The undersigned certifies under the penalties of Section 414-20, Hawaii Revised Statutes, that the undersigned has read the above statements, I/we are authorized to make this change, and that the statements are true and correct. Signed this day of, (Type/Print Name & Title) (Signature of Officer) SEE INSTRUCTIONS ON REVERSE SIDE. The articles must be signed by at least one officer of the corporation. by written consent dated which all of the shareholders signed. (Month Day Year) Class/Series Total Number of Votes Entitled to be Cast Number of Votes Cast For Amendment Number of Votes Cast Against Amendment www.BUSINESSREGISTRATION.com FILED 04/25/2014 2:09 PM Business Registration Division DEPT. OF COMMERCE AND COUNSUMER AFFAIRS State of Hawali Central Pacific Financial Corp. 42,108,496 common as of February 24, 2014 April 25, 2014 common 42,108,496 39,717,777 113,059 25TH APRIL 2014 Glenn K.C. Ching, Senior VP and Secretary

ATTACHMENT OF ARTICLES OF AMENDMENT OF CENTRAL PACIFIC FINANCIAL CORP. The definition of “Expiration Date” in Section 1 of Article XI of the Restated Articles of Incorporation of Central Pacific Financial Corp. (the “Corporation”), amended, is hereby amended in its entirety to read as follows: ““Expiration Date” means the earliest of (i) the Close of Business on the date that is the fifth (5th) anniversary of May 2, 2011, (ii) such time as the Board determines, in its sole discretion, that this Article XI is no longer necessary for the preservation of existence of the Tax Benefits and (iii) a date on which the Board determines, in its sole of discretion, that this Article XI is no longer in the best interests of the Corporation and its shareholders;”