Current Report Filing (8-k)

Date : 05/20/2019 @ 11:04AM
Source : Edgar (US Regulatory)
Stock : Bank of Marin Bancorp (BMRC)
Quote : 42.12  -0.7 (-1.63%) @ 9:30PM

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 14, 2019


Commission File Number   001-33572

Bank of Marin Bancorp
(Exact name of Registrant as specified in its charter)
California   
 
20-8859754
(State or other jurisdiction of incorporation)  
 
(IRS Employer Identification No.)
 
 
 
504 Redwood Blvd., Suite 100, Novato, CA 
 
94947
(Address of principal executive office)
 
(Zip Code)

Registrant’s telephone number, including area code:   (415) 763-4520

Not Applicable
(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨   Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
 
 
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o    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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 
Emerging growth company        o

 
 
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.    o  

Securities registered pursuant to 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, no par value
BMRC
NASDAQ Capital Market






Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders
        
At the Annual Meeting of Shareholders held on May 14, 2019, the following matters were submitted to a vote of security holders with the indicated number of votes being cast for, against or withheld, and with the indicated number of abstentions and broker non-votes:

1.
To elect ten members of the Board of Directors to serve until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified.
 
 
For

Withheld

Non-Vote

 
Steven I. Barlow
7,079,488

2,009,928

2,731,215

 
Russell A. Colombo
7,164,962

1,924,454

2,731,215

 
James C. Hale
7,047,640

2,041,776

2,731,215

 
Robert Heller
7,015,038

2,074,378

2,731,215

 
Norma J. Howard
6,560,272

2,529,144

2,731,215

 
Kevin R. Kennedy
7,173,649

1,915,767

2,731,215

 
William H. McDevitt, Jr.
7,088,939

2,000,477

2,731,215

 
Leslie E. Murphy
7,172,747

1,916,669

2,731,215

 
Joel Sklar, MD
7,122,168

1,967,248

2,731,215

 
Brian M. Sobel
7,118,992

1,970,424

2,731,215


2. An advisory vote to approve executive compensation for Named Executive Officers.
 
For

Against

Abstain

Non-Vote

 
7,895,064

1,101,940

92,412

2,731,215



3.
To ratify the selection of Moss Adams LLP, independent auditor, to perform audit services for the year 2019.
 
For

Against

Abstain

Non-Vote
 
11,772,192

30,672

17,767

0







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.

Date:
May 17, 2019
 
BANK OF MARIN BANCORP
 
 
 
By:
 /s/ Tani Girton
 
 
 
 
Tani Girton
 
 
 
 
Executive Vice President
 
 
 
 
 and Chief Financial Officer





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