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 23, 2023
Bank of Marin Bancorp
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
California | 001-33572 | 20-8859754 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | | | |
| 504 Redwood Blvd., Suite 100, Novato, CA | 94947 |
| (Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code: (415) 763-4520
Not Applicable
(Former name or former address, if changes since last report)
| | | | | |
| Check the appropriate box below if the Form 8-K filing is 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 (17CFR 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 12(b) of the Act: |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, no par value | BMRC | The Nasdaq Stock Market |
| | | | | |
| 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. ☐ |
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders held on May 23, 2023, the following matters were submitted to a vote of security holders with the indicated number of votes being cast for, against or withheld, and with the indicated number of abstentions and broker non-votes:
1.To elect twelve members of the Board of Directors to serve until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified.
| | | | | | | | | | | |
| Number of Votes |
| For | Withheld | Non-Vote |
| Nicolas C. Anderson | 10,285,283 | 503,927 | 1,879,177 |
| Russell A. Colombo | 10,350,522 | 438,688 | 1,879,177 |
| Charles D. Fite | 10,333,125 | 456,085 | 1,879,177 |
| James C. Hale | 9,545,622 | 1,243,588 | 1,879,177 |
| Robert Heller | 9,465,938 | 1,323,272 | 1,879,177 |
| Kevin R. Kennedy | 10,469,229 | 319,981 | 1,879,177 |
| William H. McDevitt, Jr. | 10,218,265 | 570,945 | 1,879,177 |
| Timothy D. Myers | 10,451,469 | 337,741 | 1,879,177 |
| Sanjiv S. Sanghvi | 9,871,438 | 917,772 | 1,879,177 |
| Joel Sklar, MD | 10,082,169 | 707,041 | 1,879,177 |
| Brian M. Sobel | 9,354,698 | 1,434,512 | 1,879,177 |
| Secil T. Watson | 10,326,749 | 462,461 | 1,879,177 |
2. To vote, on an advisory basis, to approve executive compensation for Named Executive Officers.
| | | | | | | | | | | |
| For | Against | Abstain | Non-Vote |
| | | |
| 9,028,918 | 1,449,670 | 310,622 | 1,879,177 |
3. To recommend, by non-binding vote, the frequency of the vote on executive compensation.
| | | | | | | | | | | | | | |
| One Year | Two Years | Three years | Abstain | Non-Vote |
| | | | |
| 9,125,869 | 263,731 | 1,148,232 | 251,378 | 1,879,177 |
4. To ratify the selection of Moss Adams LLP, independent auditor, to perform audit services for the year 2023.
| | | | | | | | | | | |
| For | Against | Abstain | Non-Vote |
| | | |
| 12,525,961 | 57,014 | 85,412 | 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.
| | | | | | | | | | | | | | |
| Date: | May 26, 2023 | | BANK OF MARIN BANCORP |
| | | By: | /s/ Tani Girton |
| | | | Tani Girton |
| | | | Executive Vice President |
| | | | and Chief Financial Officer |
