false 0000702513 0000702513 2021-03-04
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
March 4, 2021
Bank of Commerce Holdings
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(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)
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
☐ 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))
Securities registered pursuant to Section 12(b) of the Exchange
Title of each Class
Name of each exchange on which registered
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 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
Bank of Commerce Holdings (the “Company”) and its wholly owned
subsidiary Merchants Bank of Commerce (the “Bank”) have announced
that on March 4, 2021 the Board of Directors of the Company (the
“Board”) elected Diane D. Miller as a new director of the Company
and the Bank, effective March 16, 2021, and continuing until
the 2021 Annual Meeting of Shareholders, at which time it is
anticipated that she will be nominated for re-election by the
shareholders. Ms. Miller was also appointed to the Long-Range
Planning Committee of the Company.
Ms. Miller, age 67, has been President and Chief Executive Officer
of Wilcox Miller & Nelson, a human capital management and
governance consulting firm, since 2000. For ten years she served on
the National Association of Corporate Director’s (NACD) Board
Advisory Services Faculty, providing governance consulting,
education, evaluation and strategic advising to boards across the
nation. Ms. Miller has served on the Paris-based
LeaderXXchange Advisory Board since 2018, which advises and
promotes diversity and sustainability in governance, leadership and
investment. She currently serves on the nonprofit boards of AARP
Foundation, The Host Committee, and California Chamber of Commerce,
and previously chaired the NACD northern California Chapter Board.
She also served on the University of the Pacific Board of Regents,
Career Partners International, Inc., Umpqua Holdings Corporation,
and Humboldt Bancorp. She has taken cyber-security programs through
NACD, SANS and MIT.
The Board affirmatively determined that Ms. Miller qualifies as an
“independent director” in accordance with The Nasdaq Stock Market
listing standards. Additionally, Ms. Miller does not have an
interest in any transactions requiring disclosure under Item 404(a)
of Regulation S-K. There are no family relationships between Ms.
Miller and any of the Company's directors or other executive
officers. Other than as described below, there are no arrangements
or understandings between Ms. Miller and any other persons or
entities pursuant to which she has been elected as a director of
Ms. Miller will receive compensation for her services as a
director, consisting of a cash retainer and, when authorized, stock
awards under the Company’s director compensation program applicable
to non-employee members of the Board, as described in the Company’s
proxy statement for its 2020 annual meeting of shareholders.
In connection with the election of Ms. Miller as a director of the
Company, the Board increased the number of directors comprising the
Board from 10 to 11 directors, effective March 16, 2021.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release announcing the election of
Ms. Miller as a new director of the Company is furnished as Exhibit
99.1 to this Form 8-K.
Item 9.01 – Financial Statements and Exhibits
Cover Page Interactive Data File
(formatted as Inline XBRL document)
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.
Dated: March 5, 2021
/s/ James A.
By: James A. Sundquist
Executive Vice President – Chief Financial Officer