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 21, 2022
BAYCOM CORP
(Exact name of registrant as specified in its charter)
| California | | 001-38483 | | 37-1849111 |
(State or other jurisdiction
of incorporation or organization) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
| 500 Ygnacio Valley Road, Suite 200, Walnut Creek, CA | | 94596 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (925) 476-1800
Not Applicable
(Former name or former address, if changed from 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 | BCML | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x
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 21, 2022, Malcolm F. Hotchkiss and David M. Spatz each notified the Board of Directors (the “Board”) of BayCom Corp (the “Company”) of their respective decisions to retire from the Board and not stand for re-election at the Company’s next annual meeting of shareholders, to be held on June 21, 2022 (the “2022 Annual Meeting”). Messrs. Hotchkiss and Spatz will each serve out the remainder of their respective terms, which will expire at the 2022 Annual Meeting. Messrs. Hotchkiss and Spatz also advised the board of directors of the Company’s wholly-owned bank subsidiary, United Business Bank (the “Bank”) of their respective decisions to retire from the board of directors of the Bank, effective upon the expiration of their term as a director of the Company. The decision by each of Messrs. Hotchkiss and Spatz to not to stand for re-election was not a result of any disagreement with the Board or management of the Company or the Bank.
The Board intends to decrease the size the Board, effective as of the date of the 2022 Annual Meeting, to remove the vacancies created by the retirements of Messrs. Hotchkiss and Mr. Spatz. The board of directors of the Bank will also decrease the size its board to remove the vacancies created by the directors’ retirements.
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.
| | BAYCOM CORP |
| | |
| Date: March 22, 2022 | /s/ Keary L Colwell |
| | Keary L. Colwell, Senior Executive Vice President, Chief |
| | Financial Officer and Corporate Secretary |
| | |
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