CATHAY GENERAL BANCORP
For the period ended May 12, 2025. Filed Apr 10, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2025 · Filed Apr 10, 2025
Contents
PROXY STATEMENT SUMMARYii
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary is designed as an aid and does not contain all of the information that you should consider in deciding how to vote. As such, you should read this entire proxy statement carefully before voting.
Annual Meeting of Stockholders
| Date and Time: Record Date: | Monday, May 12, 2025, 5:00 p.m., Pacific Time March 20, 2025 | Place: | Virtual meeting link www.virtualshareholdermeeting.com/CATY2025 You must enter the control number on your proxy card. |
|---|---|---|---|
| Voting: | Holders of record of our common stock at the close of business on the record date. | Attendance: | Stockholders as of the record date and their duly appointed proxies may attend the annual meeting remotely. |
Proposals and Voting Recommendations
| Proposal | Board Recommendation | Page |
|---|---|---|
| 1. Election of Directors | FOR EACH NOMINEE | 7 |
| 2. Cathay General Bancorp 2005 Incentive Plan, As Amended and Restated | FOR | 48 |
| 3. Advisory (Non-Binding) Vote to Approve our Executive Compensation | FOR | 55 |
| 4. Ratification of the Appointment of Independent Registered Public Accounting Firm | FOR | 56 |
PROPOSAL ONE—** Election of Directors**
The first proposal is to elect four Class II directors to serve until the 2028 annual meeting of stockholders, and their successors have been elected and qualified. The following table provides summary information about each nominee.
| Name of Nominee | Class | Age | Principal Occupation | Director Since |
|---|---|---|---|---|
| Dunson K. Cheng | II | 80 | Executive Chairman of Cathay General Bancorp and Cathay Bank | 1990 |
| Chang M. Liu | II | 58 | President and Chief Executive Officer of Cathay General Bancorp and Cathay Bank | 2020 |
| Shally Wang */ | II | 68 | Retired, Former General Manager at IBM Greater China Group | 2021 |
| Elizabeth Woo | II | 46 | Associate Professor of the Practice of Accounting at USC | 2024 |
| */ | As described on page 7, Ms. Wang is currently serving as a Class I director but is being nominated at this annual meeting to serve as a Class II director. If she is elected to serve as a Class II director at the annual meeting, she will resign her position as a Class I director concurrent with her election. |
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PROPOSAL TWO—** Approve the Cathay General Bancorp 2005 Incentive Plan, As Amended and Restated**
The term of our 2005 Incentive Plan as amended and restated in May 2015, expires in May 2025. We are seeking our stockholders to approve the 2005 Incentive Plan, As Amended and Restated (the “Amended Plan”), to extend the term for another ten years, increase the number of shares available for issuance under the Amended Plan to a total of 3,000,000, and amend the Amended Plan in certain other respects, as further described on page 48.
PROPOSAL THREE—** Advisory (Non-Binding) Vote to Approve our Executive Compensation**
Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), enables our stockholders to vote to approve, on a non-binding basis, the compensation of our Named Executive Officers, as disclosed in this proxy statement in accordance with the rules of the Securities and Exchange Commission (the “SEC”). Accordingly, the Board of Directors is submitting the following resolution for stockholder consideration:
“RESOLVED, that the compensation paid to our Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this proxy statement, is hereby APPROVED.”
PROPOSAL FOUR—** Ratification of the Appointment of Independent Registered Public Accounting Firm**
We are asking our stockholders to ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for our 2025 fiscal year. Although ratification is not legally required, we are submitting the appointment of KPMG to our stockholders for ratification in the interest of good corporate governance. In the event that this appointment is not ratified, the Audit Committee of the Board of Directors will reconsider the appointment.
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 12, 2025
The Board of Directors of Cathay General Bancorp (the “Board”) is furnishing this proxy statement to the holders of record of our common stock to solicit proxies for use at our 2025 annual meeting of stockholders and any adjournments or postponements of the annual meeting. In this proxy statement, “Bancorp,” the “Company,” “we,” “us,” and “our” refer to Cathay General Bancorp, a Delaware corporation. This proxy statement and the enclosed proxy card were first mailed to stockholders on or about April 10, 2025.
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