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

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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 May24, 2018, Heritage Commerce Corp (the “Company”), held its Annual Meeting of Shareholders (the “Shareholders Meeting”). There were 38,269,789 shares of common stock entitled to vote at the meeting and a total of 34,635,206 shares (90.50%) 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 March29, 2018. 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 Company’s 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

25,582,795

2,291,484

6,760,927

Frank G. Bisceglia

27,395,128

479,151

6,760,927

Jack W. Conner

27,644,065

230,214

6,760,927

J. Philip DiNapoli

27,644,086

230,193

6,760,927

Steven L. Hallgrimson

27,572,726

301,553

6,760,927

Walter T. Kaczmarek

27,656,489

217,790

6,760,927

Robert T. Moles

27,372,236

502,043

6,760,927

Laura Roden

27,207,869

666,410

6,760,927

Ranson W. Webster

27,344,010

530,269

6,760,927

Proposal 2: Advisory Vote on Executive Compensation

The approval of the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables, and the related disclosures required by Item 402 of Regulation S-K contained in the Company’s proxy statement. The results are set forth below:

For

Against

Abstentions

BrokerNon-Votes

27,044,444

752,129

77,706

6,760,927

Proposal 3: Advisory Vote on Frequency of Vote on Executive Compensation

The preference for how frequently the Company should seek future advisory votes on the compensation of the Company’s named executive officers as disclosed in accordance with the compensation disclosure rulesof the Securities and Exchange Commission. The results are set forth below:

1Year

2Years

3Years

Abstentions

BrokerNon-Votes

19,995,187

188,514

7,453,686

236,892

6,760,927

At its regular meeting following the Annual Meeting, the Company’s Board of Directors approved a policy to submit an advisory proposal on executive compensation to the Company’s shareholders every year consistent with the vote of the Company’s shareholders at the Annual Meeting.

Proposal 4: 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 December31, 2018. The results are set forth below:

For

Against

Abstentions

BrokerNon-Votes

34,346,945

217,855

70,406

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 May24, 2018.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, 2018, and the Company does not assume any obligations to update such information in the future.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(D)Exhibits.


HERITAGE COMMERCE CORP Exhibit
EX-99.1 2 a18-14351_1ex99d1.htm EX-99.1 Exhibit 99.1 Annual Meeting of Shareholders May 24,…
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.