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): March 24, 2022
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.) |
| 224 Airport Parkway, San Jose, California | | 95110 |
| (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 24, 2022, the Board of Directors of Heritage Commerce Corp (the “Company”), upon recommendation of its Personnel and Compensation Committee, approved increases in salaries to the Company’s named executive officers as follows:
| Name | | New
Salary* | | | Percentage
Increase | |
Walter T. Kaczmarek
President and Chief Executive Officer | | $ | 749,840 | | | | 4.0 | % |
Michael E. Benito
Executive Vice President / Business Banking Manager of Heritage Bank of Commerce | | $ | 332,929 | | | | 4.0 | % |
Margo G. Butsch
Executive Vice President and Chief Credit Officer of Heritage Bank of Commerce | | $ | 329,317 | | | | 5.0 | % |
Robertson Clay Jones
President and Chief Operating Officer of Heritage Bank of Commerce | | | ** | | | | ** | |
Lawrence D. McGovern
Executive Vice President and Chief Financial Officer | | $ | 399,885 | | | | 8.8 | % |
| * | New salaries take effect April 1, 2022. |
| ** | Mr. Jones received an increase in salary to $400,000 when he was promoted to President and Chief Operating Officer of Heritage Bank of Commerce in December 2021 |
Retiring Officer
On March 24, 2022, Michael Benito the Executive Vice President / Business Banking Manager of Heritage Bank of Commerce announced that he would be retiring from the Bank effective June 1, 2022.
New Officer
On March 24, 2022, Dustin Warford was appointed as the Executive Vice President, Business Banking Division Manager of Heritage Bank of Commerce effective June 1, 2022. Mr. Warford will assume the duties and responsibilities held by Mr. Benito. Mr. Warford is currently a Senior Vice President/Market President of Heritage Bank of Commerce.
Item 8.01 Other Events
The Board of Directors has fixed the date of the 2022 Annual Meeting of Shareholders for May 26, 2022 with a record date of March 25, 2022.
This year’s Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted online via live webcast. The Company’s shareholders will be able to attend the Annual Meeting by registering at register.proxypush.com/HTBK.
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: March 28, 2022
| By: | /s/ Lawrence D. McGovern |
| | | Lawrence D. McGovern |
| | | Executive Vice President and Chief Financial Officer |
