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HERITAGE COMMERCE CORP (NASDAQ:HTBK) Files An 8-K Material Modification to Rights of Security Holders

HERITAGE COMMERCE CORP (NASDAQ:HTBK) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03Material Modification to Rights of Security Holders

Number of Authorized Directors

The Company’s bylaws set the number of directors of the Company at not less than 9 and not more than 15 with the exact number set, from time to time, by resolution of the Board of Directors. At its January24, 2019, the Company’s Board of Directors increased the number of directors from 9 to 10 effective February1, 2019.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Company’s Board of Directors meeting held January24, 2019, Walter T. Kaczmarek announced that he would be retiring as Chief Executive Officer and President of Heritage Commerce Corp and as Chief Executive Officer of Heritage Bank of Commerce effective August8, 2019. Mr.Kaczmarek will continue as a member of the Board of Directors of both Heritage Commerce Corp and Heritage Bank of Commerce after his retirement.

At its meeting held January24, 2019, the Company’s Board of Directors, upon recommendation of its Corporate Governance and Nominating Committee and in accordance with its succession plan, elected Keith A. Wilton to succeed Mr.Kaczmarek as Chief Executive Officer and President of Heritage Commerce Corp and Heritage Bank of Commerce effective August8, 2019. The Board of Directors also increased the size of the Board to 10 persons and elected Mr.Wilton to the Board of Directors effective February1, 2019.

Mr.Wilton joined Heritage Commerce Corp and Heritage Bank of Commerce in February2014 as an Executive Vice President and Chief Operating Officer. In April2017, the Board of Directors promoted Mr.Wilton to President of Heritage Bank of Commerce.

Item 9.01Financial Statements and Exhibits

HERITAGE COMMERCE CORP Exhibit
EX-99.1 2 a19-3348_1ex99d1.htm EX-99.1 Exhibit 99.1   Heritage Commerce Corp Announces CEO Succession Strategy   SAN JOSE,…
To view the full exhibit click here

About HERITAGE COMMERCE CORP (NASDAQ:HTBK)

Heritage Commerce Corp is a bank holding company. The Company, through its subsidiary Heritage Bank of Commerce (the Bank), provides a range of banking services. The Bank is a California state-chartered multi-community independent bank that offers a range of commercial banking services to small and medium-sized businesses and their owners, managers and employees. The Company offers a multitude of other products and services to complement its lending and deposit services. These include cashier’s checks, traveler’s checks, bank-by-mail, automated teller machines (ATMs), night depositories, safe deposit boxes, direct deposit, automated payroll services, electronic funds transfers, online banking, online bill pay, homeowner association services and other customary banking services. In addition to the traditional financial services offered, the Bank offers remote deposit capture, automated clearing house origination, electronic data interchange and check imaging.

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