UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On March 15, 2021, Heritage Commerce Corp, the holding company (the “Company”) for Heritage Bank of Commerce (the “Bank”), issued a press release announcing that on March 12, 2021, Keith Wilton retired as President and Chief Executive Officer of the Company and the Bank. Mr. Wilton has also retired as a director from the Company’s and the Bank’s Board of Directors. The Company’s Board of Directors has appointed Walter Kaczmarek as the interim President and Chief Executive Officer of the Company and the Bank. Mr. Kaczmarek is currently a member of the Board of Directors for the Company and the Bank. He has been a director since 2005. He previously served as the President and Chief Executive Officer of the Company and the Bank from 2005 until August 2019. A copy of the press release is filed as Exhibit 99.1 and incorporated by reference.
In connection with Mr. Wilton’s retirement, the Company and Mr. Wilton entered into a separation agreement dated March 12, 2021. Pursuant to the agreement, Mr. Wilton will receive a severance payment of $1,475,895, acceleration of vesting on 25,012 shares of restricted common stock and three years of monthly COBRA payments. Mr. Wilton agreed to a release and standard other terms. A copy of the separation agreement is filed as Exhibit 10.1 and incorporated by reference.
| Item 8.01 | Other Events. |
The Company’s bylaws provide for a Board of Directors of a range of 9 to 15 positions with the Board having the authority to fix the number at any time within that range by resolution. On March 12, 2021, the Board of Directors adopted a resolution to change the fixed number of Board positions from 12 to 11 to take effect immediately.
| Item 9.01 | Financial Statements And Exhibits. |
| 10.1 | Separation Agreement, dated March 12, 2021 |
| 99.1 | Company Press Release dated March 15, 2021 |
| 104 | Cover Page Interactive Data File (embedded within XBRL document) |
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: March 12, 2021
| Heritage Commerce Corp | ||
| By: | /s/ Lawrence D. McGovern | |
| Lawrence D. McGovern | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||