425

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 23, 2019

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):

xWritten 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Common Stock, no par value	HTBK	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

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 23, 2019, Heritage Commerce Corp (the “Company”), held its Annual Meeting of Shareholders (the “Shareholders Meeting”).  There were 43,323,753 shares of common stock entitled to vote at the meeting and a total of 38,563,334 shares (89.01%) 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 15, 2019.  The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows:

Proposal 1:  Election of Directors

The election of ten 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	32,518,028		96,508	5,948,798
Frank G. Bisceglia	31,607,310		1,007,226	5,948,798
Jack W. Conner	32,329,711		284,825	5,948,798
Jason DiNapoli	32,434,699		179,837	5,948,798
Steven L. Hallgrimson	32,462,272		152,264	5,948,798
Walter T. Kaczmarek	32,487,283		127,253	5,948,798
Robert T. Moles	31,473,588		1,140,948	5,948,798
Laura Roden	32,513,179		101,357	5,948,798
Ranson W. Webster	30,477,020		2,137,516	5,948,798
Keith A. Wilton	32,210,707		403,829	5,948,798

Proposal 2:  Advisory Vote on Executive Compensation

The approval of the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables, and the related disclosures required by Item 402 of Regulation S-K contained in the Company’s proxy statement.  The results are set forth below:

For	Against	Abstentions	Broker Non-Votes
31,065,501	633,789	915,246	5,948,798

Proposal 4:  Ratification of Independent Registered Public Accounting Firm

The ratification of the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.  The results are set forth below:

For	Against	Abstentions	Broker Non-Votes
38,364,102	84,596	114,636	0

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As the Company reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 17, 2019, in view of the announcement of the entering into an Agreement and Plan of Merger and Reorganization, dated May 16, 2019, by and among the Company, Heritage Bank of Commence and Presidio Bank, the board of directors withdrew the Proposal 3 to increase the Company’s authorized shares of common stock, therefore the proposal was not presented at the 2019 Annual Meeting.

ITEM 8.01OTHER 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 23, 2019.  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, 2019, and the Company does not assume any obligations to update such information in the future.

Additional Information about the Announced Merger with Presidio Bank (“Presidio”) and Where to Find It

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the Company’s announce proposed merger transaction with Presidio pursuant to the terms of an Agreement and Plan of Merger and Reorganization dated May 16, 2019 by and among the Company, Heritage Bank of Commerce and Presidio, the Company will file with the SEC a registration statement on Form S-4. The registration statement will contain a joint proxy statement/prospectus to be (when available) distributed to the shareholders of the Company and Presidio in connection with their vote on the Merger.

SHAREHOLDERS OF THE COMPANY AND PRESIDIO ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

The final joint proxy statement and prospectus and other relevant materials (when they become available), and any other documents filed by the Company with the SEC, can be obtained free of charge on the SEC’s website, www.sec.gov, or on the Company’s website, www.heritagecommercecorp.com, under the “Presentations” link or the “SEC Filings” link, or by mail to Company at 150 Almaden, San Jose, CA 95113, Attention: Debbie Reuter, Corporate Secretary, or by telephone at (408) 947-6900, or on Presidio’s website, www.presidiobank.com, under the “Media & Investor” link and then the “Investor Relations” link and then the “Documents & Financial Statements” link, or by mail to Presidio Bank at One Montgomery, Suite 2300, San Francisco, CA 94104, Attention: Cheryl Whiteside, Corporate Secretary, or by telephone at (415) 229-8405.

The directors, executive officers and certain other members of management and employees of the Company may be deemed participants in the solicitation of proxies in favor of the Merger from the shareholders of the Company. Information about the directors and executive officers of the Company is included in the proxy statement for its 2019 Annual Meeting of the Company’s shareholders, which was filed with the SEC on April 15, 2019.

The directors, executive officers and certain other members of management and employees of Presidio may be deemed to be participants in the solicitation of proxies in respect of the Merger. Information about the directors and executive officers of Presidio will be included in the joint proxy statement/prospectus provided to Presidio shareholders in connection with the approval of the Merger when it becomes available.

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Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the Merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(D) Exhibits.

99.1Slide presentation to shareholders presented on May 23, 2019, by the registrant’s President and Chief Executive Officer.

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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 thereunto duly authorized.

Date: May 24, 2019
Heritage Commerce Corp
By:	/s/ Lawrence D. McGovern
Name: Lawrence D. McGovern
Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Annual Meeting of Shareholders May 23, 2019

2 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 (“HBC”), 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 risk 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. Also, please see HCC’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2019, on the announcement of the entering into an Agreement of Merger and Reorganization, dated May16, 2019 by among the HCC, HBC and Presidio Bank. 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.

3 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 small and medium sized business and professional communities (and the principals thereof) Delivering products and services through full-service branch offices located in key communities throughout the footprint Building the franchise through: Organic growth New loan team de novo office locations Mergers & Acquisitions 14 Branches

4 Heritage Bank of Commerce Profile History: A community business bank founded in 1994 headquartered in San Jose, California Heritage Commerce Corp, a California corporation organized in 1997, the holding company for Heritage Bank of Commerce Relationship Banking Offers a full range of banking services to small and medium sized businesses (and their principals), and to professionals using a “Consultative” relationship banking approach Core Clientele Small to medium sized closely held businesses (and their principals and key employees) Professionals High net worth individuals Specialty Expertise SBA Lending and loan sales Dental Lending Corporate Finance/Asset-Based Lending Factoring Construction Lending Cash Management Non-profit organizations, education, and churches Homeowner Association Services

5 Heritage Commerce Corp Highlights Acquired Tri-Valley Bank in 2Q18 Acquired United American Bank in 2Q18 Added Three Branches from the Acquisitions in Livermore, Redwood City and San Mateo Reported Record Earnings of $35.3 Million for the Full Year of 2018 Celebrating Our 25th Anniversary

6 Heritage Commerce Corp Snapshot Headquartered in San Jose, California 14 Branches (1) Tangible Equity (2) Tangible Common Equity (3) Risk-Based Capital (4) Tax Equivalent Yield At or for the Quarter Ended March 31, 2019 n Total Assets 3.1 $ billion n Total Loans 1.8 $ billion n Total Deposits 2.6 $ billion n Total Shareholders' Equity 378.5 $ million n TE (1) /Tangible Assets 9.38% n TCE (2) /Tangible Assets 9.38% n Total RBC (3) Ratio 15.6% n Loans/Deposits 70.01% n Net Interest Margin(TEY) (4) 4.38% n Quarterly Cash Dividend 0.12 $ per share

7 Market Share Ranks third 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) 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, 2018. (2) Includes Hollister Branch which is outside of market; also includes the Half Moon Bay and San Ramon branches, which were subsequently closed. Deposits 2018 Branch in Bay Area (1) Rank Bank Count ($000) Top Regional Banks: 1 Fremont Bank 20 3,426,160 2 Mechanics Bank 27 3,195,302 3 Heritage Bank of Commerce 16 2,705,981 (2) 4 Bank of Marin 15 1,678,188 5 Sterling Bank and Trust, FSB 20 1,612,871 6 First National Bank of Northern California 13 981,451 7 United Business Bank 8 824,697 8 California Bank of Commerce 3 800,103 9 Avidbank 5 757,467 10 Pacific Coast Banker's Bank 2 689,975 Top National Franchises: 1 Bank of America, NA 196 139,449,014 2 Wells Fargo Bank, NA 229 105,278,341 3 Silicon Valley Bank 4 45,763,506 4 First Republic Bank 36 38,262,434 5 JPMorgan Chase Bank, NA 199 37,504,619 6 Bank of the West 80 29,337,088 7 Citibank, NA 94 24,436,000 Totals for Market: (1) 1,392 512,407,779

8 Operating Performance (in $000’s) (1) Earnings Per Share (2) Return on Average Tangible Assets (3) Return on Average Equity (4) Return on Average Tangible Equity

9 Current Balance Sheet Highlights (in $000’s) (1) Excludes time deposits $250 and over and all CDARs % Change % Change 3/31/19 12/31/18 3/31/18 from 12/31/18 from 3/31/18 n Total Assets 3,115,877 $ 3,096,562 $ 2,785,548 $ 1% 12% n Total Loans 1,848,318 $ 1,886,405 $ 1,591,201 $ -2% 16% n Core Deposits (1) 2,537,457 $ 2,536,520 $ 2,335,326 $ 0% 9% n Total Deposits 2,640,244 $ 2,637,532 $ 2,422,192 $ 0% 9% n Equity / Total Assets 12.15% 11.87% 9.73% 2% 25% n TCE / Tangible Assets 9.38% 9.05% 8.04% 4% 17% n Total RBC Ratio 15.6% 15.0% 14.7% 4% 6% For the Periods Ended:

10 Recently Announced Merger with Presidio Bank Creating a $4.0 Billion Business Bank in the San Francisco Bay Area Expands HTBK’s branch presence in the San Francisco Bay Area – an ideal geographic fit Bay Area continues to provide superior opportunities for a middle market business bank Presidio is a high quality business banking franchise with core clientele of small to mid-size business, similar to HCC Familiarity of management teams at Presidio Bank and HCC – multiple executives have worked together at prior banks Presidio leadership joining HCC team upon closing Highly attractive core deposit franchise with $729 million of low-cost, sticky funding Financially compelling projected pro forma results for HCC Scarcity Value: Presidio Bank is one of the few remaining business banks in San Francisco – no comparable franchise Significant scarcity value for this combined franchise Strategic Rationale:

11 Recently Announced Merger with Presidio Bank Headquartered in San Jose, California Pro Forma at or for the Quarter Ended March 31, 2019 n Total Assets 4.0 $ billion n Total Loans 2.6 $ billion n Total Deposits 3.4 $ billion n TE/Tangible Assets 9.0% n TCE/Tangible Assets 9.0% n Total RBC Ratio 13.6%

12 Recently Announced Merger with Presidio Bank Additional Information about the Announced Merger with Presidio Bank and Where to Find It This slide presentation to shareholders does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the HCC’s announce proposed merger transaction with Presido Bank pursuant to the terms of an Agreement of Merger and Reorganization dated May 16, 2019 by and among the HCC, Heritage Bank of Commerce and Presidio Bank, HCC will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4. The registration statement will contain a joint proxy statement/prospectus to be (when available) distributed to the shareholders of the HCC and Presidio in connection with their vote on the Merger. SHAREHOLDERS OF the HCC AND PRESIDIO ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final joint proxy statement and prospectus and other relevant materials (when they become available), and any other documents filed by HCC with the SEC, can be obtained free of charge on the SEC’s website, www.sec.gov, or on HCC’s website, www.heritagecommercecorp.com, under the “Presentations” link or the “SEC Filings” link, or by mail to HCC at 150 Almaden, San Jose, CA 95113, Attention: Debbie Reuter, Corporate Secretary, or by telephone at (408) 947-6900, or on Presidio’s website, www.presidiobank.com, under the “Media & Investor” link and then the “Investor Relations” link and then the “Documents & Financial Statements” link, or by mail to Presidio Bank at One Montgomery, Suite 2300, San Francisco, CA 94104, Attention: Cheryl Whiteside, Corporate Secretary, or by telephone at (415) 229-8405. The directors, executive officers and certain other members of management and employees of HCC may be deemed participants in the solicitation of proxies in favor of the Merger from the shareholders of HCC. Information about the directors and executive officers of HCC is included in the proxy statement for its 2019 Annual Meeting of HCC shareholders, which was filed with the SEC on April 15, 2019. The directors, executive officers and certain other members of management and employees of Presidio may be deemed to be participants in the solicitation of proxies in respect of the Merger. Information about the directors and executive officers of Presidio will be included in the joint proxy statement/prospectus provided to Presidio shareholders in connection with the approval of the Merger when it becomes available. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the Merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

For more information contact: Debbie K. Reuter Executive Vice President Chief Risk Officer & Corporate Secretary 408-494-4542 13