UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 27, 2015 |
| Heritage Oaks Bancorp | |
| (Exact Name of Registrant as Specified in Its Charter) | |
| California | |
| (State or Other Jurisdiction of Incorporation) | |
| 000-25020 | 77-0388249 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 1222 Vine Street, Paso Robles CA | 93446 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (805) 369-5200 | |
| (Registrant’s Telephone Number, Including Area Code) | |
| (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 Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.07 - Submission of Matters to a Vote of Security Holders
On May 27, 2015, the Company held its annual meeting of shareholders. Of the 33,950,518 shares of common stock outstanding as of March 31, 2015 which was the record date for the meeting, 30,886,333 shares or 90.97% were present at the meeting in person or by proxy. The following matters were considered and voted upon, with all nominated directors being elected and all other proposals being approved.
| 1. | Election of Directors. |
| Director | Shares For | Shares Withheld | Broker Non-Votes |
| Michael J. Behrman | 28,121,602 | 708,013 | 2,056,718 |
| Donald Campbell | 27,891,998 | 937,617 | 2,056,718 |
| Mark C. Fugate | 28,317,061 | 512,554 | 2,056,718 |
| Howard N. Gould | 28,305,963 | 523,652 | 2,056,718 |
| Dee Lacey | 28,120,281 | 709,334 | 2,056,718 |
| Simone F. Lagomarsino | 28,698,896 | 130,719 | 2,056,718 |
| James L. Lynch | 28,309,441 | 520,174 | 2,056,718 |
| Michael J. Morris | 28,088,754 | 740,861 | 2,056,718 |
| Daniel J. O'Hare | 28,263,280 | 566,335 | 2,056,718 |
| Michael E. Pfau | 28,282,541 | 547,074 | 2,056,718 |
| Alexander F. Simas | 28,281,966 | 547,649 | 2,056,718 |
| Stephen P. Yost | 28,314,951 | 514,664 | 2,056,718 |
| 2. | A vote to approve the Company’s 2015 Equity Incentive Plan. |
| Shares For | Against | Abstain | Broker Non-Votes |
| 27,586,720 | 1,193,360 | 49,535 | 2,056,718 |
| 3. | An advisory vote to approve the Company’s Executive Compensation. | |||
| Shares For | Against | Abstain | Broker Non-Votes |
| 27,864,354 | 790,172 | 175,089 | 2,056,718 |
| 4. | Ratify the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2015. |
| Shares For | Against | Abstain | Broker Non-Votes |
| 30,858,618 | 18,023 | 9,692 | -- |
| Date: June 2, 2015 | |||
| Heritage Oaks Bancorp | |||
| By: | /s/Lonny D. Robinson | ||
| Lonny D. Robinson | |||
| Executive Vice President, Chief Financial Officer | |||