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, 2021
May 18, 2021
Bank of Commerce Holdings
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
000-25135 | 94-2823865 | |||
| (Commission File Number) | IRS Employer Identification No. |
555 Capitol Mall, Suite 1255
Sacramento, California 95814
(Address of principal executive offices) (zip code)
Sacramento, California 95814
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (800) 421-2575
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 Exchange Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | BOCH | Nasdaq |
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 5.07 Submission of Matters to a Vote of Security Holders
The 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Bank of Commerce Holdings (the “Company”) was held on May 18, 2021. There were 16,727,862 shares outstanding and entitled to vote at the Annual Meeting. Of those shares, 14,013,527 were present in person or by proxy. The following matters were voted upon at the Annual Meeting:
1. Proposal No. 1 – The election of 10 directors, each to serve for a term of one year and until the 2022 annual meeting or until their successors have been elected and qualified;
2. Proposal No. 2 – The ratification of the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for 2021; and
3. Proposal No. 3 – An advisory vote to approve the compensation of the Company’s named executive officers.
The following is a summary of the voting results for the matters voted upon by the shareholders:
Proposal No. 1 – The following 10 directors, each to serve on the Board of Directors for a term of one year and until the 2022 annual meeting or until their successors have been elected and qualified, were elected:
DIRECTOR’S NAME | FOR | WITHHELD | BROKER NON-VOTES |
| Orin N. Bennett | 10,935,486 | 457,046 | 2,620,995 |
| Randall S. Eslick | 11,225,718 | 166,814 | 2,620,995 |
| Joseph Q. Gibson | 11,229,631 | 162,901 | 2,620,995 |
| Jon W. Halfhide | 10,925,329 | 467,203 | 2,620,995 |
| David J. Inderkum | 11,295,007 | 97,525 | 2,620,995 |
| Linda J. Miles | 11,334,970 | 57,562 | 2,620,995 |
| Diane D. Miller | 11,338,857 | 53,675 | 2,620,995 |
| Karl L. Silberstein | 11,298,156 | 94,376 | 2,620,995 |
| Terence J. Street | 10,892,577 | 499,955 | 2,620,995 |
| Lyle L. Tullis | 10,934,122 | 458,410 | 2,620,995 |
Proposal No. 2 – The ratification of the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for 2021 was ratified.
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
| 13,908,934 | 96,728 | 7,865 | 0 |
Proposal No. 3 – The advisory vote to approve the compensation of the Company’s named executive officers was approved.
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
| 10,693,147 | 130,011 | 569,374 | 2,620,995 |
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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.
| May 19, 2021 | |
/s/ James A. Sundquist | |
| By: James A. Sundquist | |
| Executive Vice President – Chief Financial Officer |
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