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 25, 2017

HERITAGE COMMERCE CORP

(Exact name of registrant as specified in its charter)

California	000-23877	77-0469558
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

150 Almaden Boulevard, San Jose, California	95113
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 947-6900

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 (See General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 (§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 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

ITEM 5.07.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 25, 2017, Heritage Commerce Corp (the “Company”), held its Annual Meeting of Shareholders (the “Shareholders Meeting”).  There were 37,995,085 shares of common stock entitled to vote at the meeting and a total of 34,550,884 shares (90.94%) were represented at the meeting. At the Shareholders Meeting, the shareholders voted on the following proposals as described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 19, 2017.  The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows:

Proposal 1:  Election of Directors

The election of nine directors, named in the Proxy Statement, to serve as members of the Company’s Board of Directors until the next annual meeting of shareholders.  The results are set forth below:

Name	For	Withheld	Broker Non-Votes
Julianne M. Biagini-Komas	26,143,380	2,834,706	5,572,798
Frank G. Bisceglia	28,643,291	334,795	5,572,798
Jack W. Conner	28,613,870	364,216	5,572,798
J. Philip DiNapoli	28,838,519	139,567	5,572,798
Steven L. Hallgrimson	28,833,019	145,067	5,572,798
Walter T. Kaczmarek	28,758,921	219,165	5,572,798
Robert T. Moles	28,637,980	340,106	5,572,798
Laura Roden	28,113,519	864,567	5,572,798
Ranson W. Webster	28,430,689	547,397	5,572,798

Proposal 2:  Approval of Amendment to Heritage Commerce Corp 2013 Equity Incentive Plan

The approval of an amendment to the Heritage Commerce Corp 2013 Equity Incentive Plan to increase the number of shares available from 1,750,000 to 3,000,000.  The results are set forth below:

For	Against	Abstentions	Broker Non-Votes
21,517,103	7,261,790	199,193	5,572,798

Proposal 3:  Ratification of Independent Registered Public Accounting Firm

The ratification of the selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.  The results are set forth below:

For	Against	Abstentions	Broker Non-Votes
34,193,337	292,333	65,214	0

2

ITEM 8.01    OTHER EVENTS.

Walter T. Kaczmarek, President and Chief Executive Officer of Heritage Commerce Corp, made a presentation to shareholders at the Annual Meeting of Shareholders on May 25, 2017.   A copy of the information in the shareholder presentation is included as Exhibit 99.1. This Form 8-K and the information included as exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.  The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant or any of its affiliates.  The information in the materials is presented as of March 31, 2017, and the Company does not assume any obligations to update such information in the future.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(D) Exhibits.

99.1Slide presentation to shareholders presented on May 25, 2017, by the registrant’s President and Chief Executive Officer.

3

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 thereunto duly authorized.

Date: May 30, 2017

Heritage Commerce Corp

By:	/s/ Lawrence D. McGovern
Name: Lawrence D. McGovern
Executive Vice President and Chief Financial Officer

4

Exhibit No.	Description
99.1	Slide presentation to shareholders presented on May 25, 2017, by the registrant’s President and Chief Executive Officer

5

EX-99.1

Exhibit 99.1

Annual Meeting of Shareholders May 25, 2017

Forward Looking Statement Disclaimer Forward-looking statements are based on management’s knowledge and belief as of today and include information concerning the Heritage Commerce Corp’s, the holding company (“HCC”) for Heritage Bank of Commerce, possible or assumed future financial condition, and its results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. For a discussion of factors which could cause results to differ, please see HCC’s reports on Forms 10-K and 10-Q as filed with the Securities and Exchange Commission and HCC’s press releases. Readers should not place undue reliance on the forward-looking statements, which reflect management's view only as of the date hereof. HCC undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. 2

Heritage Commerce Corp Strategy Build a significant well diversified community business bank in Northern California (primarily the San Francisco Bay Area) • Providing a diversified mix of lending and deposit products oriented to the business community (and their owners) • Delivering our products and services through full-service offices located in key communities in Northern California (primarily the San Francisco Bay Area) • Building the franchise through: Organic growth New loan team de novo office locations Acquisitions 3

Heritage Bank of Commerce Profile Relationship Banking • A community business bank founded in 1994 headquartered in San Jose, California that offers a full range of banking services to small and medium sized businesses (and their owners), and to professionals using a relationship banking approach Core Clientele • • • Small to medium sized closely held businesses (and their owners and key employees) Professionals High net worth individuals Specialty Expertise • • • • • • • SBA lending and loan sales Corporate finance/asset-based lending Factoring Construction lending Cash management Non-profit organizations, education, and churches Homeowner Association Services Well-positioned in three affluent counties of San Francisco Bay Area • • Heritage Bank of Commerce ranks third in deposit market share amongst Independent Community Banks headquartered in the San Francisco Bay Area(1) Only independent community bank over $1 billion in assets headquartered in Santa Clara County (1) Market refers to Alameda, Contra Costa, Marin, San Francisco, San Mateo, and Santa Clara counties. Source: FDIC, Summary of Deposits as of June 30, 2016. 4

Key Events 2014 Acquisition of Bay View Funding on November 1, 2014 • • 30 year old factoring company with strong managerial experience As of March 31, 2017, we have $42.8 million of factored receivables 2015 Merger of Focus Business Bank on August 20, 2015. All stock merger: • • 8 year old financial institution Single branch located 2 blocks from the Heritage Commerce Corp San Jose headquarters Focus added $439 million of assets, at fair value, as of 8/20/15 Focus added approximately $405 million of deposits, at fair value, as of 8/20/15 Focus added approximately $175 million of loans, at fair value, (including loans held-for-sale) as of 8/20/15 • • • 5

Current Heritage Commerce Corp Headquartered in San Jose, California Snapshot – 11 Branches Financial Highlights 3/31/17 Total Assets Total Loans Total Deposits Total Shareholders' Equity TE/Tangible Assets TCE/Tangible Assets Total RBC Ratio Loans/Deposits Net Interest Margin(TEY)(1) Efficiency Ratio(1) 1Q'17 Net Income(1) ROATA(1) ROATE(1) Quarterly Cash Dividend $ $ $ $ 2.6 1.5 2.3 263.9 8.17% 8.17% 12.5% 64.95% 4.06% 58.68% billion billion billion million $6.5 million 1.05% 12.69% $ 0.10 per share (1)For the quarter ended 3/31/17 6

Market ShareTop Regional Banks Deposits 2016 Branch in Bay Area(1) Rank Bank Count ($000) 1 Fremont Bank 19 3,065,711 2 Mechanics Bank 25 2,652,615 3 Heritage Bank of Commerce 10 2,055,187 4 Bank of Marin 15 1,474,510 5 Sterling Bank and Trust, FSB 18 1,198,028 6 First National Bank of Northern California 13 1,009,273 7 California Bank of Commerce 3 613,686 8 Pacific Coast Bankers' Bank 1 610,832 9 Avidbank 1 575,002 10 Presidio Bank 5 540,224 Top National Franchises Deposits 2016 Branch in Bay Area(1) Rank Bank Count ($000) 1 Bank of America, NA 197 132,398,540 2 Wells Fargo Bank, NA 226 99,411,674 3 Silicon Valley Bank 4 35,444,852 4 JPMorgan Chase Bank, NA 201 29,282,391 5 First Republic Association 35 26,382,687 6 Citibank, NA 99 22,912,000 Totals for Market(1) Deposits Branch in Bay Area(1) Count ($000) 1,397 459,651,498 Ranks third amongst Independent Community Banks headquartered in the San Francisco Bay Area(1) (1) San Francisco Bay Area refers to Alameda, Contra Costa, Marin, San Francisco, San Mateo, and Santa Clara counties. Source: FDIC, Summary of Deposits as of June 30, 2016. 7

Operating Performance (in $000’s) For the Periods Ended: 1Q 2017 1Q 2016 % Change YTD 2016 YTD 2015 % Change Net Interest Income Provision for Loan Losses Net Interest Income after Provision for Loan Losses Noninterest Income Noninterest Expense Income Before Income Taxes Income Tax Expense Net Income (Before dividends on preferred stock) $23,826 321 $22,304 401 7% -20% 7% -12% 4% 7% 6% 7% $91,220 1,237 $76,321 32 20% -3766% 18% 29% -2% 65% 64% 66% 23,505 2,295 15,328 21,903 2,614 14,685 89,983 11,625 57,639 76,289 8,985 58,673 10,472 3,934 9,832 3,726 43,969 16,588 26,601 10,104 $6,538 $6,106 $27,381 $16,497 Diluted EPS ROATA ROAE ROATE Efficiency Ratio $0.17 1.05% 10.15% 12.69% 58.68% $ 0.16 1.07% 9.87% 12.62% 58.93% 6% -2% 3% 1% 0% $ 0.72 1.15% 10.71% 13.55% 56.04% $ 0.48 0.88% 8.04% 9.41% 68.78% 50% 31% 33% 44% -19% 8

Current Balance Sheet Highlights (in $000’s) For the Periods Ended: 3/31/17 3/31/16 % Change Total Assets $ 2,641,791 $ 2,327,333 14% Total Loans $ 1,513,287 $ 1,395,264 8% Core Deposits $ 2,155,778 $ 1,829,667 18% Total Deposits $ 2,330,087 $ 2,028,736 15% TE / Tangible Assets 8.17% 8.70% -6% TCE / Tangible Assets 8.17% 7.84% 4% Total RBC Ratio 12.5% 12.4% 1% 9

Strong Deposit Base (in $000’s) Balance Demand, noninterest-bearing $ 917,037 Demand, interest-bearing 575,637 Savings and money market 606,116 Time deposits - under $250 56,988 Core Deposits 2,155,778 Time deposits - $250 and over 164,824 CDARS - interest-bearing demand, money market and time deposits Total 9,485 $ 2,330,087 1Q 2017 Cost of Deposits = 0.16% 10

Diversified Loan Portfolio (in $000’s) Balance Commercial $609,353 CRE - Owner Occupied 296,586 CRE - Investor/Other 383,403 Land & Construction 81,101 Equity Lines 80,360 Residential Mortgages 49,569 Consumer & Other 12,915 Total $1,513,287 11

Solid Credit Quality Metrics (in $000’s) Selected Ratios for 1Q17 Balance at 1Q17 (in $000's) 1. NPA's/Total Assets = 0.21% 2. ALLL/ NPL's = 353.89% 1. Classified Assets 2. NPA's 3. ALLL $10,368 $5,590 $19,135 12

Common Dividends Declared Per Share $0.12 ,.----- - - --- - - - - - --- - ----$0.10 --$0.10 4----- - ----- - ---- --- - - - - --- $0.08 4----- - ----------$0.06 - - - - - --------$0.04 4-------$0.02 $0.00 HERITAGE COMM ERCE CORP

Positioned for Continued Growth in the San Francisco Bay Area Small to medium size business customer relationship focus Competitive loan and cash management products catering to businesses Highly experienced management team throughout the company Solid credit quality at 1Q 2017 • • 0.21% nonperforming assets to total assets Balanced loan portfolio with real estate well under all regulatory guidelines 14

Positioned for Continued Growth in the San Francisco Bay Area (continued) Solid capital and liquidity management • 12.5% total risk-based capital ratio under the Basel III regulatory requirements at 3/31/17 64.95% loan to deposit ratio at 3/31/17 Quarterly common dividend at $0.10 per share in the first quarter of 2017 • • Profitable operations • • • Excellent earnings of $6.5 million for 1Q 2017 ROATA = 1.05% for 1Q 2017 ROATE = 12.69% for 1Q 2017 Good locations and markets with solid market share among community banks • • • 11 branch locations Ranks third in deposit market share amongst independent community banks(1) San Francisco and San Jose combined MSA’s are second in the state of California in households with income greater than $200,000 (1) Market refers to Alameda, Contra Costa, Marin, San Francisco, San Mateo, and Santa Clara counties. Source: FDIC, Summary of Deposits as of June 30, 2016. 15

Contact Information Walter T. Kaczmarek President and Chief Executive Officer 408.494.4500 David E. Porter Executive Vice President Chief Credit Officer 408.792.4029 Keith A. Wilton Executive Vice President and Chief Operating Officer President of Heritage Bank of Commerce 408.494.4534 Teresa L. Powell Executive Vice President Director of HOA & Deposit Services 408.200.8712 Michael E. Benito Executive Vice President Business Banking Division 408.792.4085 Debbie K. Reuter Executive Vice President Chief Risk Officer & Corporate Secretary 408.494.4542 Robert P. Gionfriddo Executive Vice President Director of Business Development 408.200.8737 Larry St. Regis Executive Vice President Chief Technology Officer 408.792.4049 Lawrence D. McGovern Executive Vice President Chief Financial Officer 408.494.4562 May K.Y. Wong Executive Vice President Controller 408.494.4596 Corporate Headquarters 150 Almaden Boulevard San Jose, CA 95113 NASDAQ: HTBK 16