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EX-99.1 - EXHIBIT 99.1 - HERITAGE COMMERCE CORPtm2020812d1_ex99-1.htm

 

 

 

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 21, 2020

 

HERITAGE COMMERCE CORP

(Exact name of registrant as specified in its charter)

 

California   000-23877   77-0469558
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
         

 

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

 

Registrant’s telephone number, including area code: (408) 947-6900

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, No Par Value   HTBK   The Nasdaq Stock Market, LLC

 

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

 

Emerging growth company ¨

 

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 ¨

 

 

 

 

 

 

 ITEM 5.07.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On May 21, 2020, Heritage Commerce Corp (the “Company”), held its Virtual Annual Meeting of Shareholders (the “Shareholders Meeting”). There were 59,568,219 shares of common stock entitled to vote at the meeting and a total of 51,060,097 shares (85.72%) were represented at the meeting. At the Shareholders Meeting, the shareholders voted on the following proposals as described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 15, 2020. The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows:

 

Proposal 1: Election of Directors

 

The election of twelve directors, named in the Proxy Statement, to serve as members of the Company’s Board of Directors until the next annual meeting of shareholders. The results are set forth below:

 

Name  For   Withheld   Broker Non-Votes 
Julianne M. Biagini-Komas   44,935,439    407,052    5,717,606 
Frank G. Bisceglia   44,487,071    855,420    5,717,606 
Bruce H. Cabral   45,149,738    192,753    5,717,606 
Jack W. Conner   44,723,091    619,400    5,717,606 
Jason DiNapoli   45,067,065    275,426    5,717,606 
Steven G. Heitel   44,907,713    434,778    5,717,606 
Walter T. Kaczmarek   44,961,750    380,741    5,717,606 
Robert T. Moles   44,602,879    739,612    5,717,606 
Laura Roden   45,167,542    174,949    5,717,606 
Marina Park Sutton   45,016,434    326,057    5,717,606 
Ranson W. Webster   44,391,460    951,031    5,717,606 
Keith A. Wilton   45,063,475    279,016    5,717,606 

 

Proposal 2: Approval of Amendment to Heritage Commerce Corp 2013 Equity Incentive Plan

 

The approval of the Amendment to Heritage Commerce Corp 2013 Equity Incentive Plan to increase the number of shares available for issuance from 3,000,000 to 5,000,000. The results are set forth below:

 

For   Against   Abstentions   Broker Non-Votes 
 33,415,216    11,546,951    380,324    5,717,606 

 

Proposal 3: Advisory Vote on Executive Compensation

 

The approval of the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables, and the related disclosures required by Item 402 of Regulation S-K contained in the Company’s proxy statement. The results are set forth below:

 

For   Against   Abstentions   Broker Non-Votes 
 43,139,978    1,703,112    499,401    5,717,606 

 

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Proposal 4: Ratification of Independent Registered Public Accounting Firm

 

The ratification of the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The results are set forth below:

 

For   Against   Abstentions   Broker Non-Votes 
 50,787,788    239,316    32,993    0 

 

ITEM 8.01OTHER EVENTS.

 

Keith A. Wilton, President and Chief Executive Officer of Heritage Commerce Corp, made a presentation to shareholders at the Virtual Annual Meeting of Shareholders on May 21, 2020.   A copy of the information in the shareholder presentation is included as Exhibit 99.1. This Form 8-K and the information included as exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant or any of its affiliates. The information in the materials is presented as of March 31, 2020, and the Company does not assume any obligations to update such information in the future.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

 

(D) Exhibits.
 
99.1 Slide presentation to shareholders at the Virtual Annual Meeting of Shareholders held on May 21, 2020, by the registrant’s President and Chief Executive Officer.

 

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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 thereunto duly authorized.

 

Date: May 27, 2020  
   
Heritage Commerce Corp  
   
By: /s/ Lawrence D. McGovern  
Name: Lawrence D. McGovern  
Executive Vice President and Chief Financial Officer  
   

 

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