Item 4.01. Change in Registrant's Certifying Accountant.
The Audit Committee (the "Audit Committee") of the Board of Directors of Civista
Bancshares, Inc. ("Civista") conducted a competitive process to determine
Civista's independent registered public accounting firm for the year ending
December 31, 2021. The Audit Committee invited several independent registered
public accounting firms to participate in this process. Following review of
proposals from the independent registered public accounting firms that
participated in the process, including Civista's current independent registered
public accounting firm, the Audit Committee approved the engagement of BKD, LLP
("BKD") as Civista's independent registered public accounting firm for the year
ending December 31, 2021 subject to completion of BKD's standard client
acceptance procedures and execution of an engagement letter.
On January 25, 2021, Civista, at the direction of the Audit Committee, notified
S.R. Snodgrass, P.C. ("Snodgrass"), Civista's current independent registered
public accounting firm, that it has been dismissed as Civista's independent
registered public accounting firm effective following the completion of its
audit for the year ending December 31, 2020.
Snodgrass's reports on Civista's consolidated financial statements as of and for
the years ended December 31, 2019 and 2018 did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. During the fiscal years ended
December 31, 2019 and 2018, and the interim period from January 1, 2020 through
the date of this report, there were: (i) no disagreements within the meaning of
Item 304(a)(1)(iv) of Regulation S-K and the related instructions between
Civista and Snodgrass on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to Snodgrass's satisfaction, would have caused Snodgrass to make
reference thereto in its reports; and (ii) no "reportable events" within the
meaning of Item 304(a)(1) (v)-of Regulation S-K.
Civista has requested that Snodgrass furnish a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
statements in the above paragraph. A copy of Snodgrass's letter, dated
January 29, 2021 is filed as Exhibit 16.1 to this Form 8-K.
During the fiscal years ended December 31, 2019 and 2018 and the subsequent
interim period from January 1, 2020 through the date of Snodgrass's engagement,
neither Civista nor anyone on its behalf consulted with BKD regarding: (i) the
application of accounting principles to a specific transaction, either completed
or proposed; or the type of audit opinion that might be rendered on Civista's
financial statements, and neither a written report nor oral advice was provided
to Civista that BKD concluded was an important factor considered by Civista in
reaching a decision as to any accounting, auditing, or financial reporting
issue; (ii) any matter that was the subject of a disagreement within the meaning
of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or
(iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation
S-K.
Item 9.01. Financial Statements and Exhibits.
(d ) Exhibit 16.1 Letter from S.R. Snodgrass, P.C. to the Securities
and Exchange Commission dated January 29, 2021
Exhibit 104 Cover Page Interactive File-the cover page interactive data file
does not appear in the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL document.
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