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, 2014
Bridge Capital Holdings
(Exact name of registrant as specified in its charter)
California (State or other |
000-50974 (Commission File No.) |
80-0123855 (IRS Employer |
55 Almaden Boulevard, Suite 200 | |
San Jose, California | 95113 |
(Address of principal executive offices) | (Zip Code) |
(408) 423-8500
(Registrant's telephone number, including area code)
N/A
(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 (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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
Bridge Capital Holdings (the “Company”) held its annual meeting of shareholders on May 28, 2014. The Company’s shareholders voted on the proposals listed below, each of which was described in the Company’s proxy statement for the meeting. On the record date for the meeting, there were 15,854,180 shares of the Company’s common stock outstanding and entitled to vote.
Voting Results
Proposal 1 — Election of Directors
The following individuals were elected as directors to serve until the 2014 annual meeting of shareholders or until their successors are elected and qualified. There were no nominees other than those listed below. The voting results were as follows:
Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Lawrence Owen Brown | 12,489,979 | 48,997 | 3,033,434 |
Howard N. Gould | 12,356,133 | 182,843 | 3,033,434 |
Dr. Frances J. Harvey | 12,486,042 | 52,934 | 3,033,434 |
Allan C. Kramer, M.D. | 12,466,430 | 72,546 | 3,033,434 |
Robert P. Latta | 12,490,054 | 48,922 | 3,033,434 |
Daniel P. Myers | 12,490,054 | 48,922 | 3,033,434 |
Christopher B. Paisley | 11,741,908 | 797,068 | 3,033,434 |
Thomas M. Quigg | 12,310,747 | 228,229 | 3,033,434 |
Thomas A. Sa | 12,440,085 | 98,891 | 3,033,434 |
Terry Schwakopf | 12,490,054 | 48,922 | 3,033,434 |
Barry A. Turkus | 12,360,716 | 178,260 | 3,033,434 |
Proposal 2 — Advisor Proposal Concerning Executive Compensation
The shareholders voted to approve a non-binding advisory resolution concerning the Company’s 2013 executive compensation as described in the Company’s proxy statement for the meeting. The results of voting were as follows:
Votes For | Votes Against | Abstain | Broker Non-Votes |
12,423,463 | 105,813 | 9,700 | 3,033,434 |
Proposal 3 — Ratification of Appointment of Independent Accountants.
The shareholders voted to ratify the appointment of Vavrinek, Trine, Day & Co. LLP as independent accountants for the Company’s 2014 fiscal year. The results of voting were as follows:
Votes For | Votes Against | Abstain |
15,509,569 | 46,206 | 16,635 |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers.
On May 24, 2014, Thomas M. Quigg notified the Company that he would resign from the Board of Directors of the of the Company and its subsidiary, Bridge Bank, N.A., effective June 2, 2014. The Company’s Board of Directors has named Mr. Quigg as an emeritus director, effective upon his resignation.
SIGNATURE
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: May 30, 2014 | BRIDGE CAPITAL HOLDINGS | ||
By: | /s/ Thomas A. Sa | ||
Thomas A. Sa | |||
Executive Vice President | |||
Chief Financial Officer | |||
(Duly Authorized Officer) |