Current Report Filing (8-k)
September 23 2021 - 2:12PM
Edgar (US Regulatory)
false
0000702513
0000702513
2021-09-21
2021-09-21
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): September 21, 2021
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Bank of Commerce Holdings
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(Exact name of Registrant as Specified in Its Charter)
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California
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000-25135
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94-2823865
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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555 Capitol Mall, Suite 1255
Sacramento, California
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95814
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (800) 421-2575
(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 Instructions A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock
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BOCH
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Nasdaq
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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.
Bank of Commerce Holdings (the “Company”) held a special meeting of shareholders on September 21, 2021. The Company’s shareholders voted on the proposals listed below, each of which was described in the Company’s proxy statement for the meeting dated August 17, 2021. At the close of business on August 11, 2021, the record date of the special meeting, there were 16,757,032 shares of the Company’s common stock outstanding and entitled to vote. Of those shares, 11,091,395, representing 66.18% of the total shares outstanding and entitled to vote, were represented in person or by proxy at the special meeting.
Voting Results
Proposal 1 – Approval of the Merger Agreement
The shareholders voted to approve the Agreement and Plan of Merger, dated as of June 23, 2021 (the “Merger Agreement”), by and between the Company and Columbia Banking System, Inc. (“Columbia”), pursuant to which the Company will merge with and into Columbia (the “Merger”), with Columbia continuing as the surviving corporation (the “Surviving Corporation”).Shortly thereafter, Merchants Bank of Commerce, a California state-chartered bank and wholly owned subsidiary of the Company, will merge with and into Columbia State Bank, a Washington state-chartered bank and wholly owned subsidiary of Columbia. The results of voting were as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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10,643,264
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435,414
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12,717
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0
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Proposal 2 – Advisory Vote on Certain Compensatory Arrangements
The shareholders voted to approve, on a non-binding, advisory basis, the agreements for and compensation to be paid by the Company to the Company’s named executive officers in connection with the Merger, and the agreements and understandings pursuant to which such compensation may be paid or become payable. The results of voting were as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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6,448,336
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4,078,924
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564,135
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0
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Proposal 3 – Approval of the Adjournment Proposal
The shareholders voted to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger proposal. The results of the voting were as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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10,397,984
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662,029
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31,382
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0
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Item 8.01. Other Events.
On September 22, 2021, the Company and Columbia issued a joint press release announcing the results of the special meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed herewith:
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Exhibit No.
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Description
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99.1
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104
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Cover Page Interactive Data File (formatted as Inline XBRL document)
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SIGNATURE
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.
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BANK OF COMMERCE HOLDINGS
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Date: September 23, 2021
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By:
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/s/ James A. Sundquist
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James A. Sundquist
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Executive Vice President – Chief Financial Officer
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