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) |