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 18, 2016
PACIFIC MERCANTILE BANCORP
(Exact name of registrant as specified in its charter)
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| California | 0-30777 | 33-0898238 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 949 South Coast Drive, Costa Mesa, California | 92626 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (714) 438-2500
N/A
(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:
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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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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Pacific Mercantile Bancorp (the “Company”) held its annual meeting of shareholders on May 18, 2016. The Company's shareholders voted on the proposals listed below, each of which was described in the Company's proxy statement for the meeting. On the record date for the meeting, there were 22,944,258 shares of the Company's common stock entitled to vote at the meeting.
Voting Results
Proposal 1 — Election of Directors
The following individuals were elected as directors to serve until the 2017 annual meeting of shareholders and until their successors are elected and qualified. There were no nominees other than those listed below. The voting results were as follows:
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| | | | | |
| | Votes For | | Votes Withheld | | Broker Non-Votes |
| Romir Bosu | 15,484,258 | | 1,663,869 | | 3,851,857 |
| Edward J. Carpenter | 15,231,567 | | 1,916,560 | | 3,851,857 |
| Warren T. Finley | 15,484,713 | | 1,663,414 | | 3,851,857 |
| John D. Flemming | 15,003,485 | | 2,144,642 | | 3,851,857 |
| Michael P. Hoopis | 15,298,150 | | 1,849,977 | | 3,851,857 |
| Denis Kalscheur | 15,483,258 | | 1,664,869 | | 3,851,857 |
| David J. Munio | 15,484,258 | | 1,663,869 | | 3,851,857 |
| John Thomas, M.D. | 15,481,713 | | 1,666,414 | | 3,851,857 |
| Thomas M. Vertin | 15,484,258 | | 1,663,869 | | 3,851,857 |
| Stephen P. Yost | 15,484,258 | | 1,663,869 | | 3,851,857 |
Proposal 2 — Ratification of the Appointment of Independent Registered Public Accountants
The shareholders voted to ratify the appointment of RSM US LLP (formerly McGladrey LLP) as the Company's independent registered public accounting firm for the 2016 fiscal year. The results of voting were as follows:
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| Votes For | | Votes Against | | Abstain | | Non-Votes |
| 20,970,548 | | 11,614 | | 17,822 | | — |
Proposal 3 — Advisory Vote on the Compensation of Our Named Executive Officers
The shareholders voted to approve a non-binding advisory resolution concerning the Company's 2015 executive compensation as described in the Company's proxy statement for the meeting. The results of voting were as follows:
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| | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 14,893,845 | | 1,614,093 | | 640,189 | | 3,851,857 |
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.
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| | | PACIFIC MERCANTILE BANCORP |
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| Date: May 20, 2016 | | By: | /s/ Thomas M. Vertin |
| | | | Thomas M. Vertin, President and Chief Executive Officer |
