GENERAL PROXY STATEMENT INFORMATION
Bank of Marin Bancorp, a corporation existing and organized under the laws of the State of California, is authorized to issue up to 30,000,000 shares of common stock and 5,000,000 shares of preferred stock. All of the outstanding shares are voting common shares and are entitled to vote at the Annual Meeting. Only those common shareholders of record as of June 2, 2021 (the “Record Date”) will be entitled to notice of, and to vote at, the meeting. On that date,13,252,312 shares of common stock were outstanding. The determination of shareholders entitled to vote at the meeting and the number of votes to which they are entitled was made on the basis of the Company’s records as of the Record Date. The presence in person or by proxy (including internet and telephone voting) of a majority of the outstanding shares of stock entitled to vote at the Annual Meeting will constitute a quorum for the purpose of transacting business at the meeting. Abstentions, shares as to which voting authority has been withheld from any nominee and "broker non-votes" (as defined below), will be counted for purposes of determining the presence or absence of a quorum.
A broker or nominee holding shares for beneficial owners may vote on certain matters at the meeting pursuant to discretionary authority or instructions from the beneficial owners, but with respect to other matters for which the broker or nominee may not have received instructions from the beneficial owners and may not have discretionary voting power under the applicable rule of the New York Stock Exchange or other self-regulatory organizations to which the broker or nominee is a member, the shares held by the broker or nominee may not be voted. Such un-voted shares are called "broker non-votes." The rules of the New York Stock Exchange and other self-regulatory organizations generally permit a broker or nominee, in the absence of instructions, to deliver a proxy to vote for routine items, such as the ratification of independent auditors. Consequently, shares held by a broker or nominee will constitute "broker non-votes" regarding non-routine items, such as the election of directors and the advisory vote on executive compensation. It is important that you provide voting instructions to your broker or nominee.
Participation in the Virtual Annual Meeting
The Annual Meeting will also be available in a virtual meeting format by live webcast over the internet. You are entitled to participate in the Annual Meeting only if you were a shareholder of record of Bank of Marin Bancorp as of the close of business on the Record Date (“Registered Holder”), or if you hold a valid legal proxy for the Annual Meeting and you are a beneficial holder and hold your shares through an intermediary, such as a bank or broker (“Beneficial Holder”).
In order to assist us in adhering to current COVID-19 pandemic safety guidelines regarding in person gatherings, shareholders are strongly encouraged to attend virtually, if possible. As a Registered Holder, you will also be able to attend the Annual Meeting online, ask a question and vote by visiting www.cesonlineservices.com/bmrc_annual and following the instructions on your Notice, proxy card, or in the instructions that accompanied your proxy materials.
If you are a Beneficial Holder and wish to attend the Annual Meeting online via webcast (with the ability to ask a question and/or vote), you may do so by registering at www.cesonlineservices.com/bmrc_annual.
If your shares of common stock are held in a brokerage account or by a bank, trustee or other nominee (i.e., your shares are held in “street name”), you will receive a Voting Instruction Form from that nominee. You must provide voting instructions by completing the Voting Instruction Form and returning it to your broker, bank, trustee or other nominee for your shares to be voted. We recommend that you instruct your broker, bank, trustee or other nominee to vote your shares on the enclosed Voting Instruction Form. The proxy is revocable and will not affect your right to vote in person if you attend the 2021 Annual Meeting.
If you wish to attend the virtual 2021 Annual Meeting, you must register in advance. Requests for registration to attend the 2021 Annual Meeting must be received no later than 2:00 p.m. Pacific Time on Monday, June 28, 2021. The process to register to attend the 2021 Annual Meeting depends on how your common stock is held. Generally, you may hold common stock in your name as a “shareholder of record: or in an account with a broker, bank, trust or other nominee (i.e. in “street name”). You are able to attend and vote at the 2021 Annual Meeting regardless of how your common stock is held.