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 20, 2022 (May 18, 2022)
RBB BANCORP
(Exact name of Registrant as Specified in Its Charter)
California | | 001-38149 | | 27-2776416 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | |
1055 Wilshire Blvd., 12th floor, Los Angeles, California | | | | 90017 |
(Address of Principal Executive Offices) | | | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (213) 627-9888
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 Instructions 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)) |
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. ☐
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 | RBB | NASDAQ Global Select Market |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 18, 2022, RBB Bancorp (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”).
At the Annual Meeting, the shareholders of the Company:
| | ● | elected Peter M. Chang, Wendell Chen, Christina Kao, James Kao, Chie-Min (Christopher) Koo, Joyce Wong Lee, Christopher Lin, Ko-Yen Lin, Paul Lin, Feng (Richard) Lin, Geraldine Pannu and Catherine Thian to the board of directors of the Company (the “Board”); |
| | ● | approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers; |
| | ● | ratified the appointment of Eide Bailly, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and, |
| | ● | approved the amended and restated 2017 Omnibus Stock Incentive Plan |
On March 21, 2022, the record date for the Annual Meeting, there were 19,453,941 shares of Company common stock issued, outstanding and entitled to vote. Shareholders holding 12,264,013.5 shares of Company common stock participated in the Annual Meeting, in person, by webcast, telephonically or by proxy. The results of the matters voted upon at the 2022 Annual Meeting were as follows:
Proposal 1: Twelve nominees were elected to the Board with the following vote counts:
| | FOR | WITHHELD | BROKER NON-VOTES |
| Peter M. Chang | 8,794,503.5 | 1,641,513 | 1,827,997 |
| Wendell Chen | 7,998,570.5 | 2,437,446 | 1,827,997 |
| Christina Kao | 8,644,093.5 | 1,791,923 | 1,827,997 |
| James Kao | 6,187,869.5 | 4,248,147 | 1,827,997 |
| Chie-Min (Christopher) Koo | 8,647,554.5 | 1,788,462 | 1,827,997 |
| Joyce Wong Lee | 10,100,925.5 | 335,091 | 1,827,997 |
| Christopher Lin | 8,486,052.5 | 2,399,964 | 1,827,997 |
| Ko-Yen Lin | 8,105,166.5 | 2,330,850 | 1,827,997 |
| Paul Lin | 8,569,820.5 | 1,866,196 | 1,827,997 |
| Feng (Richard) Lin | 6,538,203.5 | 3,897,813 | 1,827,997 |
| Geraldine Pannu | 10,100,825.5 | 335,191 | 1,827,997 |
| Catherine Thian | 8,907,396.5 | 1,528,620 | 1,827,997 |
Proposal 2: The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, having received the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 5,233,170.5 | 5,011,652 | 191,194 | 1,827,997 |
Proposal 3: The appointment of Eide Bailly, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified, having received the following votes:
| FOR | AGAINST | ABSTAIN |
| 12,058,317.5 | 45,247 | 160,449 |
Proposal 4: Approval of the Amended and Restated 2017 Omnibus Stock Incentive Plan:
| FOR | AGAINST | ABSTAIN |
| 8,786,854.5 | 1,476,323 | 172,839 |
Item 7.01 Regulation FD Disclosure.
On May 18, 2022 RBB Bancorp made available on its website an annual meeting presentation regarding the Company’s first quarter of 2022 financial results (Exhibit 99.1), which was made in person by David Morris, Chief Financial Officer, during the Company’s annual meeting on May 18, 2022.
The presentation, a copy of which is furnished herewith as Exhibit 99.1, is incorporated herein by reference. The investor presentation replaces and supersedes investor presentation materials furnished as an exhibit to the Company’s Current Reports on Form 8-K. The information contained in this Item 7.01, and Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
| | 99.1 | |
| | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated: May 20, 2022 | RBB BANCORP |
| | | | |
| | By: | | /s/ David Morris |
| | Name: | | David Morris |
| | Title: | | Interim President and Chief Executive Officer |
| | | | Executive Vice President and Chief Financial Officer |
