On May 27, 2010, Heritage Commerce Corp (the “Company”), held its Annual Meeting of Shareholders (the “Shareholders 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 20, 2010. The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows:
Proposal 1: Election of Directors
The election of ten 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 |
| Frank G. Bisceglia | 6,299,542 | 973,459 |
| Jack W. Conner | 6,300,042 | 972,959 |
| Celeste V. Ford | 6,338,973 | 934,028 |
| John J. Hounslow | 6,457,079 | 815,922 |
| Walter T. Kaczmarek | 6,332,620 | 940,381 |
| Mark E. Lefanowicz | 6,334,069 | 938,932 |
| Robert T. Moles | 6,333,439 | 939,562 |
| Humphrey P. Polanen | 6,338,973 | 934,028 |
| Charles J. Toeniskoetter | 6,338,439 | 934,562 |
| Ranson W. Webster | 5,300,986 | 1,972,015 |
Proposal 2: Advisory Vote on Executive Compensation
Approval of non-binding vote on the Company’s executive compensation. The results are set forth below:
| For | Against | Abstentions |
| 9,319,164 | 478,368 | 346,117 |
Proposal 3: Amendment to Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock from 30,000,000 to 60,000,000
Approval of an amendment of the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 30,000,000 to 60,000,000. The results are set forth below:
| For | Against | Abstentions |
| 8,205,545 | 1,906,210 | 31,894 |
Proposal 4: Amendment to Bylaws to Reduce the Range of the Size of the Board of Directors
Approval of an amendment to the Company’s Bylaws to reduce the range of the size of the Board of Directors to a range of 9 to 15 persons. The results are as follows:
| For | Against | Abstentions |
| 9,865,292 | 204,172 | 74,185 |
Proposal 5: Ratification of Independent Registered Public Accounting Firm
The ratification of the selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010. The results are set forth below:
| For | Against | Abstentions |
| 9,791,662 | 78,419 | 273,568 |
Proposal 6: Authorization to Adjourn the Annual Meeting
Approval of the adjournment of the Annual Meeting, if necessary, to allow for further solicitation of proxies. The results are set forth below:
| For | Against | Abstentions |
| 9,353,495 | 748,344 | 41,810 |
ITEM 7.01 REGULATION FD DISCLOSURE.
Walter T. Kaczmarek, President and Chief Executive Officer of Heritage Commerce Corp, made a presentation to shareholders at the Annual Meeting of Shareholders on May 27, 2010. A copy of the information in the slide 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
