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, 2013
Bank of Commerce Holdings
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
| 0-25135 | 94-2823865 | |||||
| (Commission File Number) | IRS Employer Identification No. | |||||
1901 Churn Creek Road
Redding, California 96002
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (530) 722-3939
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 of (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The 2013 Annual Meeting of Shareholders (the “Annual Meeting”) of Bank of Commerce Holdings (the “Company” or “BOCH”) was held on May 21, 2013. There were 15,442,141 shares outstanding and entitled to vote at the Annual Meeting; of those shares, 12,762,348 were present in person or by proxy. The following matters were voted upon at the Annual Meeting:
| 1. | Proposal No. 1, the election of eight members to the Board of Directors to serve until the 2014 Annual Meeting or until their successors have been elected and qualified; |
| 2. | Proposal No. 2, ratification of the selection of Moss Adams, LLP as our independent public accountants for 2013; |
| 3. | Proposal No. 3, an advisory (non-binding) resolution to approve executive compensation; and |
| 4. | Proposal No. 4, an advisory (non-binding) vote on the frequency of future advisory votes on executive compensation. |
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 | ||||||
| Orin N. Bennett |
9,003,473 | 106,988 | ||||||
| Gary Burks |
8,989,592 | 120,869 | ||||||
| Joseph Gibson |
9,003,453 | 107,008 | ||||||
| Jon Halfhide |
8,981,277 | 129,184 | ||||||
| Patrick J. Moty |
8,679,006 | 431,455 | ||||||
| David H. Scott |
9,006,768 | 103,693 | ||||||
| Terence Street |
9,006,968 | 103,493 | ||||||
| Lyle L. Tullis |
9,011,768 | 98,693 | ||||||
Proposal No. 2 – Ratification of the Selection of Moss Adams, LLP as our Independent Public Accountants for 2013
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 12,735,115 |
12,369 | 14,864 | 0 |
Proposal No. 3 – Advisory (Non-Binding) Resolution to Approve Executive Compensation
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 8,322,530 |
528,971 | 258,959 | 3,651,888 |
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Proposal No. 4 – Advisory (Non-Binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation
| One Year |
Two Years |
Three Years | ||
| 7,961,115 |
29,514 | 532,237 |
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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 21, 2013
| /S/ Samuel D. Jimenez | ||
| By: Samuel D. Jimenez | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
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