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 17, 2021

 

 

BankGuam Holding Company

(Exact name of registrant as specified in its charter)

 

 

 

Guam   000-54483   66-0770448

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

111 W. Chalan Santo Papa

Hagatna, Guam

  96910
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (671) 472-5300

 

 

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

None   N/A   N/A

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 17, 2021, BankGuam Holding Company (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date for the Annual Meeting, there were 9,706,011 shares entitled to vote on all matters presented to the Company’s stockholders at the Annual Meeting. Votes representing approximately 69.15 % of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. The following are the voting results of each matter submitted to the Company’s stockholders at the Annual Meeting. The following matters were considered and voted upon, with all nominated directors being elected and all other proposals being approved.

Proposal No. 1: Election of Directors

The stockholders elected each of the three (3) following Class I Directors to hold office for a term of three years:

 

Director

   Shares For    Shares Withheld    Broker Non-Votes

William D. Leon Guerrero

   6,640,511    6,546    64,446

Joseph M. Crisostomo

   6,417,917    229,140    64,446

Keven F. Camacho

   6,616,131    30,926    64,446

Proposal No. 2: An advisory vote to approve the Company’s executive compensation for the named Executive Officers.

 

Shares For

  

Against

  

Abstain

  

Broker Non-Votes

6,430,246    27,458    189,353    64,446

Proposal 3: An advisory vote to approve the frequency for holding an advisory vote on the Company’s Executive compensation for the named Executive Officers.

 

    

1 Year

  

2 Years

  

3 Years

  

Abstain

  

Broker Non-Votes

Shares For

   1,290,351    91,917    5,055,005    209,393    64,446

Proposal 4: Ratification of Selection of Baker Tilly US, LLP as the Company’s Independent Registered Public Accounting Firm

 

Shares For

  

Against

  

Abstain

  

Broker Non-Votes

6,651,535    36,269    23,699    0


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.

 

    BankGuam Holding Company
Date: May 21, 2021    
    By:  

/s/ Joaquin P.L.G. Cook

      Joaquin P.L.G. Cook
      President and Chief Executive Officer