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): June 20, 2018

 

 

 

First Choice Bancorp

(Exact name of registrant as specified in its charter)

 

 

 

California   001-38476   82-2711227

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

17785 Center Court Drive, N

Cerritos, California

  90703
(Address of principal executive offices)   (Zip Code)

 

(562) 345-9092

(Registrant’s telephone number, including area code)

 

Not Applicable

(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))

 

Indicate by Check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

 

Emerging Growth Company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]

 

 

 

 
 

 

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

 

On June 20, 2018, the Company announced that the merger agreement between the Company and Pacific Commerce Bancorp was approved by the shareholders of the Company on June 19, 2018, and by the shareholders of Pacific Commerce Bancorp on June 15, 2018. The transaction is anticipated to close on July 31, 2018.

 

Set forth below are the four items that were voted on at the First Choice Bancorp Annual Meeting held on June 19, 2018 and the shareholder votes on each such matter, as certified by the Annual Meeting inspector of election. Each of the items below is described in further detail in the definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Commission on May 2, 2018 (the “Definitive Proxy Statement”). Other than the four items addressed below and described in the Definitive Proxy Statement, no other item was submitted at the Annual Meeting for shareholder action. Each of the four items that were voted on at the Annual Meeting was approved by the Company’s shareholders.

 

On the record date for the Annual Meeting, there were 7,250,844 shares of Company common stock issued, outstanding and entitled to vote. Shareholders holding 6,364,961 shares of Company common stock were presented at the Annual Meeting, in person or represented by proxy, representing 87.8% of the shares eligible to vote.

 

Proposal 1: The proposal to approve the Agreement and Plan of Reorganization and Merger, dated February 23, 2018 (the “merger agreement”), by which Pacific Commerce Bancorp will be merged with and into the Company; and Pacific Commerce Bancorp’s bank subsidiary, Pacific Commerce Bank, will be merged with and into the Company’s bank subsidiary, First Choice Bank, was approved, having received the following votes:

 

VOTES FOR   VOTES AGAINST   VOTES ABSTAIN   BROKER NON VOTES 
 5,397,426    505    1,082    965,948 

 

Proposal 2: The proposal to approve any adjournment or postponement of the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the merger agreement and the Merger or for any other legally permissible purpose, was approved, having received the following votes:

 

VOTES FOR   VOTES AGAINST   VOTES ABSTAIN   BROKER NON VOTES 
 6,010,187    303,592    51,182    -0- 

 

Proposal 3: All nominees were elected to the Board of Directors with the following vote counts:

 

NOMINEES  VOTES FOR   WITHHELD   BROKER NON-VOTES 
Roshan H. Bhakta   5,103,475    295,538    965,948 
Homer Wai Chan   5,103,475    295,538    965,948 
Robert M. Franko   5,103,525    295,488    965,948 
James H. Gray   5,102,437    296,576    965,948 
Peter H Hui   5,103,475    295,538    965,948 
Fred Jensen   5,096,271    302,742    965,948 
Pravin C. Pranav   5,103,475    295,538    965,948 
Uka Solanki   5,102,393    296,620    965,948 
Philip T. Thong   5,103,525    295,488    965,948 

 

Proposal 4: The appointment of Vavrinek, Trine, Day & Co., LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified, having received the following votes:

 

VOTES FOR   VOTES AGAINST   VOTES ABSTAIN   BROKER NON VOTES 
 6,078,456    286,000    505    -0- 

 

 
 

 

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.

 

  First Choice Bancorp
     
Date: June 20, 2018 By: /s/ Robert M. Franko
  Name: Robert M. Franko
  Title: President & Chief Executive Officer