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 25, 2012

 

Bridge Capital Holdings

(Exact name of registrant as specified in its charter)

 

California   000-50974   80-0123855
(State or other jurisdiction of
incorporation)
   (Commission File No.)   (IRS Employer Identification
Number)

 

55 Almaden Boulevard, Suite 200    
San Jose, California   95113
(Address of principal executive offices)   (Zip Code)

  

(408) 423-8500
(Registrant's telephone number, including area code)

 

N/A
(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 (see General Instruction A.2. below):

 

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

 

Bridge Capital Holdings (the “Company”) held its annual meeting of shareholders on May 24, 2012. The Company’s shareholders voted on the proposals listed below, each of which was described in the Company’s proxy statement for the meeting. On the record date for the meeting, there were 15,166,764 shares of the Company’s common stock outstanding.

 

Voting Results

 

Proposal 1 — Election of Directors

 

The following individuals were elected as directors to serve until the 2012 annual meeting of shareholders or until their successors are elected and qualified. There were no nominees other than those listed below. The voting results were as follows:

 

Nominee   Votes For   Votes Withheld   Broker Non-Votes
Lawrence Owen Brown   11,329,856   30,353   1,731,793
Howard N. Gould   10,968,315   391,894   1,731,793
Dr. Frances J. Harvey   11,329,856   30,353   1,731,793
Allan C. Kramer, M.D.   11,019,160   341,049   1,731,793
Robert P. Latta   11,328,893   31,316   1,731,793
Daniel P. Myers   11,329,856   30,353   1,731,793
Christopher B. Paisley   11,270,576   89,633   1,731,793
Thomas M. Quigg   11,065,315   294,894   1,731,793
Terry Schwakopf   11,329,856   30,353   1,731,793
Barry A. Turkus   11,151,483   208,726   1,731,793

 

Proposal 2 — Advisor Proposal Concerning Executive Compensation

 

The shareholders voted to approve a non-binding advisory resolution concerning the Company’s 2011 executive compensation as described in the Company’s proxy statement for the meeting. The results of voting were as follows:

 

Votes For   Votes Against   Abstain   Broker Non-Votes
11,156,058   178,969   25,182   1,731,793

 

Proposal 3 — Advisory Vote Concerning the Frequency of Future Advisory Votes Concerning Executive Compensation

 

On the proposal concerning the frequency of future non-binding advisory votes concerning the Company’s executive compensation, a majority of the shares were voting in favor of having such a vote each year. The voting results were as follows:

 

Every Year   Every Two Years   Every Three Years   Abstain   Broker
Non-Votes
10,857,699   106,372   357,046   39,092   1,731,793

 

Proposal 4 — Ratification of Appointment of Independent Accountants.

 

The shareholders voted to ratify the appointment of Vavrinek, Trine, Day & Co. LLP as independent accountants for the Company’s 2012 fiscal year. The results of voting were as follows:

 

 

Votes For   Votes Against   Abstain
13,065,955   707   25,340

 

 
 

 

Board Determination Regarding Frequency of Votes on Executive Compensation

 

In light of voting results on the frequency of future non-binding advisory votes on executive compensation and the recommendation of the Company’s Board of Directors that non-binding advisory votes on executive compensation be held each year, the Board of Directors has determined that the Company will hold a non-binding advisory vote on executive compensation each year in connection with its annual meeting of shareholders until the next vote on the frequency of shareholder votes on the compensation of executives. Accordingly, the next non-binding advisory shareholder vote on executive compensation will be held at the Company’s 2013 annual meeting of shareholders. The Company is required to hold votes on frequency every six years.

 

 
 

 

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, hereunto duly authorized.

  

Dated: May 25, 2012

 

  BRIDGE CAPITAL HOLDINGS
   
  By:    /s/ Thomas A. Sa
    Thomas A. Sa
    Executive Vice President
    Chief Financial Officer
    (Duly Authorized Officer)