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 26, 2016

 

HERITAGE COMMERCE CORP
(Exact name of registrant as specified in its charter)

 

 

California

 

000-23877

 

77-0469558

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
No.)

 

150 Almaden Boulevard, San Jose, CA

 

95113

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (408) 947-6900

 

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 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))

 


 

ITEM 5.07.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On May 26, 2016, Heritage Commerce Corp (the “Company”), held its Annual Meeting of Shareholders (the “Shareholders Meeting”).  There were 32,170,920 shares of common stock entitled to vote at the meeting and a total of 28,137,169 shares (87.46%) were represented at the meeting. At the Shareholders Meeting, the shareholders voted on the following proposals as described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 20, 2016.  The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows:

 

Proposal 1:  Election of Directors

 

The election of eleven directors, named in the Proxy Statement, to serve as members of the Company’s Board of Directors until the next annual meeting of shareholders.  The results are set forth below:

 

Name

 

For

 

Withheld

 

Broker Non-Votes

Julianne M. Biagini-Komas

 

20,688,513

 

1,584,450

 

5,864,206

Frank G. Bisceglia

 

21,932,320

 

340,643

 

5,864,206

Jack W. Conner

 

22,030,618

 

242,345

 

5,864,206

J. Philip DiNapoli

 

22,031,041

 

241,922

 

5,864,206

John M. Eggemeyer

 

15,526,033

 

6,746,930

 

5,864,206

Steven L. Hallgrimson

 

22,030,041

 

242,922

 

5,864,206

Walter T. Kaczmarek

 

22,018,618

 

254,345

 

5,864,206

Robert T. Moles

 

21,934,643

 

338,320

 

5,864,206

Laura Roden

 

22,019,388

 

253,575

 

5,864,206

Ranson W. Webster

 

21,876,976

 

395,987

 

5,864,206

W. Kirk Wycoff

 

15,424,058

 

6,848,905

 

5,864,206

 

 

Proposal 2:  Ratification of Independent Registered Public Accounting Firm

 

The ratification of the selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.  The results are set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

27,704,189

 

392,076

 

40,904

 

0

 

 


 

ITEM 8.01   OTHER EVENTS

 

Walter T. Kaczmarek, President and Chief Executive Officer of Heritage Commerce Corp, made a presentation to shareholders at the Annual Meeting of Shareholders on May 26, 2016.   A copy of the information in the shareholder presentation is included as Exhibit 99.1. This Form 8-K and the information included as exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.  The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant or any of its affiliates.  The information in the materials is presented as of March 31, 2016, and the Company does not assume any obligations to update such information in the future.

 

 

 

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

 

(D) Exhibits.

 

99.1                     Slide presentation to shareholders presented on May 26, 2016, by the registrant’s President and Chief Executive Officer.

 


 

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.

 

Date: May 26, 2016

 

Heritage Commerce Corp

 

 

By:  /s/ Lawrence D. McGovern

Name: Lawrence D. McGovern

Executive Vice President and Chief Financial Officer

 


 

Exhibit No.

 

Description

 

 

 

 

 

 

99.1

 

Slide presentation to shareholders presented on May 26, 2016, by the registrant’s President and Chief Executive Officer

 

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