Form 8-K - Current report

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 24, 2024

(

May 23, 2024

)

Northrim BanCorp, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Alaska

0-33501

92-0175752

________________________
(State or other jurisdiction

_____________
(Commission

_________________
(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

3111 C Street,

Anchorage,

Alaska

99503

___________________________________
(Address of principal executive offices)

___________
(Zip Code)


Registrant’s telephone number, including area code:						907-			562-0062

Not Applicable

___________________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended 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 (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 Act: None


TITLE OF EACH CLASS	TRADING SYMBOL	NAME OF EXCHANGE

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 (§240.126-2 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 5.07 Submission of Matters to a Vote of Security Holders.

On May 23, 2024, Northrim BanCorp, Inc. (the "Company") held its 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting"). There were 5,499,578 shares outstanding and entitled to vote at the 2024 Annual Meeting; of those shares, 4,451,790 were present online or by proxy. The following matters were voted upon at the 2024 Annual Meeting:

•The election of 12 directors to serve on the Company's Board of Directors until the 2025 annual meeting of shareholders or until their successors have been elected and have qualified;

•The approval, by nonbinding vote, of the compensation of the Company's named executive officers; and

•The ratification of the selection of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

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

Election of Directors


DIRECTOR	FOR	WITHHOLD	VOTES CAST	BROKER NONVOTES
Anthony J. Drabek	3,761,572	89,834	3,851,406	600,384
Karl L. Hanneman	3,620,679	230,727	3,851,406	600,384
Michael G. Huston	3,812,198	39,208	3,851,406	600,384
David W. Karp	3,667,140	184,266	3,851,406	600,384
Joseph P. Marushack	3,666,905	184,501	3,851,406	600,384
David J. McCambridge	3,767,514	83,892	3,851,406	600,384
Krystal M. Nelson	3,799,320	52,086	3,851,406	600,384
Marilyn F. Romano	3,795,980	55,426	3,851,406	600,384
Joseph M. Schierhorn	3,771,055	80,351	3,851,406	600,384
Aaron M. Schutt	3,781,090	70,316	3,851,406	600,384
John C. Swalling	3,444,999	406,407	3,851,406	600,384
Linda C. Thomas	3,685,363	166,043	3,851,406	600,384

Advisory Vote (Nonbinding) on Executive Compensation


FOR	AGAINST	ABSTAIN	VOTES CAST	BROKER NONVOTES
3,616,326	191,466	43,614	3,851,406	600,384

Ratification of Selection of Moss Adams LLP as the Company's Independent Registered Accounting Firm for Fiscal Year 2024


FOR	AGAINST	ABSTAIN	VOTES CAST	BROKER NONVOTES
4,417,638	28,210	5,942	4,451,790	—

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.

Northrim BanCorp, Inc.

May 24, 2024

By:

/s/ Jed W. Ballard

Name: Jed W. Ballard

Title: EVP, Chief Financial Officer

Document and Entity Information Document	May 23, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 23, 2024
Entity Registrant Name	Northrim BanCorp, Inc.
Entity Central Index Key	0001163370
Amendment Flag	false
Entity Incorporation, State or Country Code	AK
Entity File Number	0-33501
Entity Tax Identification Number	92-0175752
Entity Address, Address Line One	3111 C Street,
Entity Address, City or Town	Anchorage,
Entity Address, State or Province	AK
Entity Address, Postal Zip Code	99503
City Area Code	907-
Local Phone Number	562-0062
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false