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



On April 27, 2023, Central Pacific Financial Corp. (the "Company") held its 2023
Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting,
the Company's shareholders approved the Company's 2023 Stock Compensation Plan
(the "2023 Stock Plan") at which time the 2023 Plan became effective. The 2023
Plan reserves for issuance up to 1,140,000 shares of the Company's common stock
for eligible participants, which include all of the Company's employees,
officers, and directors. The material terms of the 2023 Stock Plan are
summarized in "Proposal 4: Approval of the 2023 Stock Compensation Plan" in the
Company's definitive proxy statement on Schedule 14A filed with the Securities
and Exchange Commission on March 6, 2023, which description in Proposal 4 is
incorporated by reference herein. That summary and the foregoing description are
qualified in their entirety by reference to the full text of the 2023 Stock
Plan, a copy of which is included as Exhibit 10.1 hereto and incorporated herein
by reference. Forms of the Stock Option Agreement, Key Employee Restricted Stock
Unit Agreement, Notice of Restricted Stock Unit Grant, Key Employee
Performance-Based Restricted Stock Unit Agreement, Notice of Performance Based
Restricted Stock Unit Grant, which may be used for grants under the 2023 Stock
Plan are filed hereto as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 and
incorporated herein by reference.

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



At the Annual Meeting,, the Company's shareholders voted upon and approved (i)
the election of twelve (12) nominees as directors; (ii) an advisory
(non-binding) shareholder resolution to approve the compensation of the
Company's named executive officers ("Say-On-Pay"); (iii) an advisory
(non-binding) shareholder resolution to approve the frequency of the Say-on-Pay
votes on an annual basis; (iv) the 2023 Stock Plan and (v) ratification of the
appointment of Crowe LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2023.

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. In addition, with respect to Proposal 3, the
final votes cast for the frequency of the Say-on-Pay vote are set forth below.

                                                                                      Against/                                        Broker
                                                                 For                  Withheld               Abstained               Non-Vote
1.           Nominees as Directors:
             Christine H. H. Camp                             21,073,553             1,073,986                      -               2,192,127
             Earl E. Fry                                      20,770,557             1,376,982                      -               2,192,127
             Jason R. Fujimoto                                22,106,297                41,242                      -               2,192,127
             Jonathan B. Kindred                              21,922,368               225,171                      -               2,192,127
             Paul J. Kosasa                                   20,470,716             1,676,823                      -               2,192,127
             Duane K. Kurisu                                  21,219,981               927,558                      -               2,192,127
             Christopher T. Lutes                             21,484,332               663,207                      -               2,192,127
             Arnold D. Martines                               21,617,509               530,030                      -               2,192,127
             A. Catherine Ngo                                 21,339,624               807,915                      -               2,192,127
             Saedene K. Ota                                   21,366,173               781,366                      -               2,192,127
             Crystal K. Rose                                  20,711,748             1,435,791                      -               2,192,127
             Paul K. Yonamine                                 21,508,716               638,823                      -               2,192,127

2.           Non-binding advisory vote to approve
             compensation of the Company's named
             executive officers ("Say-On-Pay").               18,768,606             3,216,666                162,267               2,192,127

3.           Frequency of Advisory Vote on Executive
             Cooperation:                                                                    -                 81,761               2,192,127
             Annual                                           20,744,249
             Every Two Years                                      78,307
             Every Three Years                                 1,243,222





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                                                                                    Against/                                        Broker
                                                               For                  Withheld               Abstained               Non-Vote

4.           Approval of 2023 Stock Compensation
             Plan                                           19,860,551             2,204,022                 82,966               2,192,127

5.           Ratification of appointment of Crowe
             LLP as the Company's independent
             registered public accounting firm for
             the fiscal year ending December 31,
             2023.                                          24,273,885                 8,951                 56,830                       -

The Company will hold an annual Say-on-Pay vote consistent with the Board's recommendation and the shareholder vote at the 2023 Annual Meeting. The next frequency vote on Say-on-Pay will be held at the Company's 2029 annual shareholder meeting.

Item 9.01 Financial Statement and Exhibits.



Exhibit No.             Document
10.1                      2023 Stock Compensation Plan   *
10.2                      Form of Stock Option Grant Agreement   *
10.3                      Form of Key Employee Restricted Stock Unit Agreement   *
10.4                      Form of Notice of Restricted Stock Unit Grant   *
                          Form of Key Employee Performance-Based Restricted Stock Unit Grant Agreement
10.5                    *
10.6                      Form of Notice of Performance-Based Restricted

Stock Unit Award Grant *


                        Cover Page Interactive Data File (embedded in the cover page formatted in Inline
104                     XBRL.


* Filed herewith.

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