UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2013
PACIFIC MERCANTILE BANCORP
(Exact name of registrant as specified in its charter)
| California | 0-30777 | 33-0898268 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 949 South Coast Drive, Costa Mesa, California | 92626 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (714) 438-2500
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 260.425) |
| ¨ | 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)) |
Explanatory Note.
On June 11, 2013, Pacific Mercantile Bancorp (the “Company”) filed a Current Report on Form 8-K dated June 5, 2013 with the Securities and Exchange Commission reporting, under Item 5.07, Submission of Matters to a Vote of Security Holders, the results of the voting at the Company’s Annual Meeting of Shareholders held on June 5, 2013 (the “Annual Meeting”). This Current Report on Form 8-K/A updates the information contained in that previously filed Current Report.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s shareholders were asked to cast a non-binding advisory vote as to whether future non-binding advisory votes on the compensation of the Company’s named executive officers should be held annually, once every two years or once every three years. As previously reported, the outcome of that vote was as follows:
| Shares Voted: |
For Every Year |
For Every Two Years |
For Every Three Years |
Abstain |
||||||||||||
| Number of Shares |
15,596,883 | 293,661 | 609,253 | 320,334 | ||||||||||||
| Percent of Shares Voted |
92.7 | % | 1.8 | % | 3.6 | % | 1.1 | % | ||||||||
Based on these voting results and other factors, at a meeting held on July 17, 2013 the Company’s Board of Directors decided that non-binding shareholder advisory votes on the compensation of the Company’s named executive officers will be held annually until such time as the Board of Directors may decide to hold another shareholder advisory vote on the frequency of advisory votes by shareholders on the compensation of our named executive officers.
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SIGNATURES
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.
| PACIFIC MERCANTILE BANCORP | ||||||
| Date: July 19, 2013 | By: | /s/ NANCY A. GRAY | ||||
| Nancy A. Gray, Senior Executive Vice President and Chief Financial Officer | ||||||
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