HERITAGE COMMERCE CORP (NASDAQ:HTBK) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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HERITAGE COMMERCE CORP (NASDAQ:HTBK) Files An 8-K Submission of Matters to a Vote of Security Holders
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May25, 2017, Heritage Commerce Corp (the Company), held its Annual Meeting of Shareholders (the Shareholders Meeting). There were 37,995,085 shares of common stock entitled to vote at the meeting and a total of 34,550,884 shares (90.94%) were represented at the meeting. At the Shareholders Meeting, the shareholders voted on the following proposals as described in detail in the Companys Proxy Statement filed with the Securities and Exchange Commission on April19, 2017. The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows:

Proposal 1: Election of Directors

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

Name

For

Withheld

BrokerNon-Votes

Julianne M. Biagini-Komas

26,143,380

2,834,706

5,572,798

Frank G. Bisceglia

28,643,291

334,795

5,572,798

Jack W. Conner

28,613,870

364,216

5,572,798

J. Philip DiNapoli

28,838,519

139,567

5,572,798

Steven L. Hallgrimson

28,833,019

145,067

5,572,798

Walter T. Kaczmarek

28,758,921

219,165

5,572,798

Robert T. Moles

28,637,980

340,106

5,572,798

Laura Roden

28,113,519

864,567

5,572,798

Ranson W. Webster

28,430,689

547,397

5,572,798

Proposal 2: Approval of Amendment to Heritage Commerce Corp 2013 Equity Incentive Plan

The approval of an amendment to the Heritage Commerce Corp 2013 Equity Incentive Plan to increase the number of shares available from 1,750,000 to 3,000,000. The results are set forth below:

For

Against

Abstentions

BrokerNon-Votes

21,517,103

7,261,790

199,193

5,572,798

Proposal 3: Ratification of Independent Registered Public Accounting Firm

The ratification of the selection of Crowe Horwath LLP as the Companys independent registered public accounting firm for the fiscal year ending December31, 2017. The results are set forth below:

For

Against

Abstentions

BrokerNon-Votes

34,193,337

292,333

65,214

ITEM 8.01OTHER 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 May25, 2017.A copy of the information in the shareholder presentation is included as Exhibit99.1. This Form8-K and the information included as exhibits shall not be deemed to be filed for purposes of Section18 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 March31, 2017, 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 May25, 2017, by the registrants President and Chief Executive Officer.


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.

HERITAGE COMMERCE CORP (NASDAQ:HTBK) Recent Trading Information

HERITAGE COMMERCE CORP (NASDAQ:HTBK) closed its last trading session down -0.10 at 13.41 with 76,608 shares trading hands.