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): April 26, 2018
CoBiz Financial Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-15955
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Colorado |
| 84-0826324 |
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(State or other jurisdiction of incorporation or organization) |
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1401 Lawrence St., Ste. 1200 Denver, Colorado |
| 80202 |
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(Address of principal executive offices) |
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(303) 312-3400
(Registrant’s telephone number, including area code)
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):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||
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| 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). | ||
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| Emerging growth company | □ |
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| 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.
CoBiz Financial Inc. (the “Company”) held its annual meeting of shareholders on April 26, 2018, where the shareholders elected twelve directors to serve for a one-year term; approved, on a nonbinding basis, executive compensation for the fiscal year ending December 31, 2017; ratified, on a nonbinding basis, the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and voted, on a nonbinding basis, for the Company to continue to hold an annual advisory vote on the compensation of the Company’s named executive officers.
The results of the votes were as follows:
1Shareholders elected the following nominees to serve as directors of the Company for a one-year term:
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Nominee | For | Withheld | Abstain | Broker non-votes |
Steven Bangert | 36,425,345 | 9,258 | 505 | 3,154,871 |
Michael G. Hutchinson | 35,524,834 | 904,390 | 5,884 | 3,154,871 |
Angela M. MacPhee | 36,333,695 | 97,828 | 3,585 | 3,154,871 |
Joel R. Montbriand | 36,335,000 | 96,523 | 3,585 | 3,154,871 |
Jonathan P. Pinkus | 36,332,500 | 96,523 | 6,085 | 3,154,871 |
Mary K Rhinehart | 36,110,486 | 322,537 | 2,085 | 3,154,871 |
Noel N Rothman | 36,291,278 | 141,245 | 2,585 | 3,154,871 |
Terrance M. Scanlan | 36,342,500 | 86,523 | 6,085 | 3,154,871 |
Bruce H Schroffel | 36,407,034 | 23,289 | 4,785 | 3,154,871 |
Mary Beth Vitale | 36,241,779 | 191,244 | 2,085 | 3,154,871 |
Marc S. Wallace | 36,289,545 | 141,478 | 4,085 | 3,154,871 |
Willis T. Wiedel | 36,335,000 | 96,523 | 3,585 | 3,154,871 |
2Shareholders approved, on a nonbinding basis, executive compensation for the fiscal year ending December 31, 2017:
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For | 35,813,220 |
Against | 568,656 |
Abstain | 53,232 |
Broker non-votes | 3,154,871 |
3Shareholders ratified, on a nonbinding basis, Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:
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For | 39,555,770 |
Against | 12,839 |
Abstain | 21,370 |
4Shareholders voted, on a nonbinding basis, a preference to hold an annual advisory vote on the compensation of our named executive officers:
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1 Year | 31,738,155 |
2 Years | 1,314,737 |
3 Years | 1,888,812 |
Abstain | 1,493,404 |
Broker non-votes | 3,154,871 |
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.
CoBiz Financial Inc.
(Registrant)
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Date: April 27, 2018 |
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| /s/ | Lyne Andrich |
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| Lyne Andrich |
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| Chief Operating Officer and Chief Financial Officer |
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| CoBiz Financial Inc. |
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