Current Report Filing (8-k)

Date : 05/23/2019 @ 9:01PM
Source : Edgar (US Regulatory)
Stock : Bank of Commerce Holdings (BOCH)
Quote : 10.64  0.12 (1.14%) @ 8:59PM

Current Report Filing (8-k)

 

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):
May 21, 2019

 

Bank of Commerce Holdings

(Exact name of registrant as specified in its charter)

 

California

(State or other jurisdiction of incorporation)

 

00 0-25135

 

94-2823865

 
  (Commission File Number)   IRS Employer Identification No.  

 

555 Capitol Mall, Suite 1255
Sacramento, California 95814
(Address of principal executive offices) (zip code)

 

 

Registrant's telephone number, including area code: (800) 421-2575

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BOCH

Nasdaq

 

 

 

 

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

 

(e)        On May 21, 2019, the stockholders of Bank of Commerce Holdings (the “Company”) approved the adoption of the 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan replaces the Company’s Amended and Restated 2010 Equity Incentive Plan. Under the 2019 Plan, the Company may grant awards to the Company’s employees and non-employee directors. The 2019 Plan provides for grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares, and restricted stock units. The Company may grant awards for up to 500,000 shares of the Company’s common stock under the 2019 Plan.

 

For more details regarding the 2019 Plan, please see the Company’s Proxy Statement filed with the Securities and Exchange Commission under cover of Schedule 14A on April 4, 2019, under the caption “Proposal 5: Vote to approve the 2019 Equity Incentive Plan.” The above description of the 2019 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2019 Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

 

Item 5.07     Submission of Matters to a Vote of Security Holders

 

The 2019 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company was held on May 21, 2019. There were 18,126,699 shares outstanding and entitled to vote at the Annual Meeting. Of those shares, 15,346,278 were present in person or by proxy. The following matters were voted upon at the Annual Meeting:

 

1.

Proposal No. 1 – the election of ten directors to serve on the board of directors until the 2020 annual meeting or until their successors have been elected and qualified;

 

2.

Proposal No. 2 – ratification of the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for 2019;

 

3.

Proposal No. 3 – an advisory (non-binding) resolution to approve named executive officer compensation;

 

4.

Proposal No. 4 – an advisory (non-binding) vote on the frequency of future say-on-pay votes;

 

5.

Proposal No. 5 – approval of the 2019 Equity Incentive Plan.

 

The following is a summary of the voting results for the matters voted upon by the shareholders.

 

Proposal No. 1 – Election of Directors

 

Director’s Name

Votes For

Votes Withheld

Broker Non-Votes

Orin N. Bennett

9,693,375

425,234

5,227,669

Gary R. Burks

8,829,853

1,288,756

5,227,669

Randall S. Eslick

9,755,462

363,147

5,227,669

Joseph Q. Gibson

9,825,060

293,549

5,227,669

 

1

 

 

Jon W. Halfhide

9,733,380

385,229

5,227,669

David J. Inderkum

9,786,680

331,929

5,227,669

Linda J. Miles

9,822,296

296,313

5,227,669

Karl L. Silberstein

9,825,545

293,064

5,227,669

Terence J. Street

9,785,987

332,622

5,227,669

Lyle L. Tullis

9,696,801

421,808

5,227,669

 

Proposal No. 2 – Ratification of the Selection of Moss Adams LLP as the Company’s Independent Registered Public Accounting Firm for 201 9

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

       

15,083,573

258,379

4,326

0

 

Proposal No. 3 Advisory (Non-Binding) Resolution to Approve Named Executive Officer Compensation

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

       

9,499,274

98,890

520,445

5,227,669

 

Proposal No. 4 Advisory (Non-Binding) Vote on the Frequency of Future Say-On-Pay Votes

 

One Year

Two Years

Three Years

Abstentions

Broker Non-Votes

         

9,003,857

42,377

591,726

480,649

5,227,669

 

Proposal No. 5 Approve the 2019 Equity Incentive Plan

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

       

9,680,247

329,331

109,031

5,227,669

 

Item 8.01    —       Other Events

 

This Form 8-K is also being filed to provide an updated description of the Company's common stock. The description is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01    —       Financial Statements and Exhibits

 

(d)     Exhibits:

 

See Exhibit Index below.

 

2

 

 

EXHIBIT INDEX

 

Exhibit

Description

10.1

2019 Equity Incentive Plan effective May 21, 2019

99.1

Description of Capital Stock

 

3

 

 

SIGNATURES

 

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.

 

May 23, 2019

 

 
  /s/ Samuel D. Jimenez  
 

By: Samuel D. Jimenez

 
 

Executive Vice President – Chief Operating Officer

 
     

 

4

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