Attached files
| file | filename |
|---|---|
| EX-3.2 - EXHIBIT 3.2 - BayCom Corp | tm2022846d1_ex3-2.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) June 16, 2020
| BAYCOM CORP |
| (Exact name of registrant as specified in its charter) |
| California | 001-38483 | 37-1849111 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
| 500 Ygnacio Valley Road, Suite 200 | 94596 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code: (925) 476-1800 |
| 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:
| ¨ | 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 per share | BCML | 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 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. o | ||
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
BayCom Corp (the “Company”) held its annual meeting of shareholders on June 16, 2020. Holders of record of the Company’s common stock at the close of business on April 24, 2020, were entitled to vote on two proposals at the annual meeting. The final voting results of each proposal are set forth below.
Proposal 1 – Election of Directors
The Company’s shareholders approved the election of Lloyd W. Kendall, Jr., George J. Guarini, James S. Camp, Harpreet S. Chaudhary, Rocco Davis, Malcolm F. Hotchkiss, Robert G. Laverne, MD, Syvia L. Magid and David M. Spatz as directors of the Company for a term to expire in the year 2021.
|
For |
Withheld |
Broker Non-Vote | |||
| Lloyd W. Kendall, Jr | 5,764,754 | 2,033,640 | 1,482,749 | ||
| George J. Guarini | 7,683,743 | 116,651 | 1,480,749 | ||
| James S. Camp | 5,763,086 | 2,037,308 | 1,480,749 | ||
| Harpreet S. Chaudhary | 6,140,931 | 1,659,463 | 1,480,749 | ||
| Rocco Davis | 7,759,195 | 41,199 | 1,480,749 | ||
| Malcolm F. Hotchkiss | 5,603,846 | 2,196,548 | 1,480,749 | ||
| Robert G. Laverne, MD | 7,679,396 | 118,998 | 1,482,749 | ||
| Syvia L. Magid | 7,702,657 | 98,121 | 1,480,365 | ||
| David M. Spatz | 5,773,621 | 2,024,773 | 1,482,749 |
Proposal 2 – Bylaw Amendment
The Company’s shareholders approved the proposal to amend the Company’s Bylaws to increase the range of authorized directors to a minimum of seven (7) and a maximum of thirteen (13).
|
Number of Votes | |
| For | 9,154,483 |
| Against | 90,083 |
| Abstain | 23,337 |
| Broker Non-Vote | 13,240 |
Proposal 3 – Ratification of Independent Registered Public Accounting Firm
The Company’s shareholders approved the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.
|
Number of Votes | |
| For | 9,255,224 |
| Against | 23,590 |
| Abstain | 2,329 |
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Not applicable. | |
| (b) | Not applicable. | |
| (c) | Not applicable. | |
| (d) | The following exhibits are included with this Report: |
| Exhibit No. | Description | ||
| 3.2 | Bylaws of BayCom Corp, as amended |
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.
| BAYCOM CORP | |||
| Date: | June 17, 2020 | By: | /s/George J. Guarini |
| George J. Guarini, President and Chief Executive Officer | |||