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 20, 2020

 

Bank of Commerce Holdings

(Exact name of registrant as specified in its charter)

 

California

(State or other jurisdiction of incorporation)

 

 

000-25135

 

94-2823865

 
 

(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) 421-2575

 

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 (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 Act:

 

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BOCH

Nasdaq

 

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 5.07     Submission of Matters to a Vote of Security Holders

 

The 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Bank of Commerce Holdings (the “Company”) was held on May 20, 2020. There were 17,243,625 shares outstanding and entitled to vote at the Annual Meeting. Of those shares, 14,319,821 were present in person or by proxy. The following matters were voted upon at the Annual Meeting:

 

 

1.

Proposal No. 1 – The election of 10 directors, each to serve for a term of one year and until the 2021 annual meeting or until their successors have been elected and qualified;

 

 

2.

Proposal No. 2 – The ratification of the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for 2020; and

 

 

3.

Proposal No. 3 – An advisory vote to approve the compensation of the Company’s named executive officers.

 

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

 

Proposal No. 1 – The following 10 directors, each to serve on the Board of Directors for a term of one year and until the 2021 annual meeting or until their successors have been elected and qualified, were elected:

 

DIRECTOR’S NAME

FOR   

 

WITHHELD

BROKER

NON-VOTES

Orin N. Bennett

9,906,403

 

1,423,742

 

2,989,676

Gary R. Burks

9,925,788

 

1,404,357

 

2,989,676

Randall S. Eslick

10,966,369

 

363,776

 

2,989,676

Joseph Q. Gibson

11,101,655

 

228,490

 

2,989,676

Jon W. Halfhide

9,898,499

 

1,431,646

 

2,989,676

David J. Inderkum

11,063,390

 

266,755

 

2,989,676

Linda J. Miles

11,049,619

 

280,526

 

2,989,676

Karl L. Silberstein

11,101,466

 

228,679

 

2,989,676

Terence J. Street

10,022,299

 

1,307,846

 

2,989,676

Lyle L. Tullis

10,854,314

 

475,831

 

2,989,676

 

Proposal No. 2 – The ratification of the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for 2020 was ratified.

 

FOR

AGAINST

ABSTENTIONS

BROKER

NON-VOTES

14,077,678

235,941

6,202

0

 

Proposal No. 3 – The advisory vote to approve the compensation of the Company’s named executive officers was approved.

 

FOR

AGAINST

ABSTENTIONS

BROKER

NON-VOTES

10,530,390

198,225

601,530

2,989,676

 

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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, 2020

 

 

/s/ James A. Sundquist                                 

 

By: James A. Sundquist

 

Executive Vice President – Chief Financial Officer

 

 

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