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 26, 2022

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.)

224 Airport Parkway, San Jose, California	95110
(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):

¨ 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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	HTBK	The Nasdaq Stock Market, LLC

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.

On May 26, 2022, Heritage Commerce Corp (the “Company”), held its Annual Meeting of Shareholders (the “Shareholders Meeting”). There were 60,407,846 shares of common stock entitled to vote at the meeting and a total of 52,422,468 shares (86.78%) 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 14, 2022. The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows:

Proposal 1: Election of Directors

The election of eleven 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	36,675,339	10,034,540	5,712,589
Bruce H. Cabral	45,916,327	793,552	5,712,589
Jack W. Conner	45,804,265	905,614	5,712,589
Jason DiNapoli	45,391,589	1,318,290	5,712,589
Steven G. Heitel	45,741,437	968,442	5,712,589
Kamran F. Husain	45,892,934	816,945	5,712,589
Walter T. Kaczmarek	45,848,745	861,134	5,712,589
Robert T. Moles	36,626,371	10,083,508	5,712,589
Laura Roden	45,849,201	860,678	5,712,589
Marina H. Park Sutton	35,091,191	11,618,688	5,712,589
Ranson W. Webster	36,657,668	10,052,211	5,712,589

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
32,720,823	13,779,822	209,234	5,712,589

Proposal 3: 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, 2022. The results are set forth below:

For	Against	Abstentions	Broker Non-Votes
51,754,601	259,167	408,700	0

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ITEM 8.01    OTHER EVENTS. 

Walter T. Kaczmarek, President and Chief Executive Officer of Heritage Commerce Corp, made a presentation to shareholders at the Virtual Annual Meeting of Shareholders on May 26, 2022.   A copy of the information in the shareholder presentation is included as Exhibit 99.1. The information included as Exhibit 99.1 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 Exhibit 99.1 is not intended to, and does not, constitute a determination or admission by the Company that the information in Exhibit 99.1 is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. The information in the materials is presented as of March 31, 2022, and the Company does not assume any obligations to update such information in the future.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(D) Exhibits.

99.1	Slide presentation to shareholders presented on May 26, 2022, by the Company’s President and Chief Executive Officer.
104	Cover Page Interactive Data File (embedded within XBRL document)

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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 27, 2022

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

Welcome to the Virtual Annual Meeting of Shareholders Thursday, May 26, 2022 at 1:00 p.m. Pacific Daylight Time (PDT) 1

Virtual Annual Meeting of Shareholders DRAFT 05/18/20 3:30 PM Agenda 1. Call to Order and Opening Remarks 2. New Business / Proposals a. To elect 11 members of the Board of Directors, each for a term of one year; b. To approve an advisory proposal on the Company’s 2021 executive compensation; c. To ratify the selection of Crowe LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2022 3. Voting on Proposals 4. Closing of the Formal Meeting / Begin Presentation

Virtual Annual Meeting of Shareholders Presentation May 26, 2022 3

4 Forward Looking Statement Disclaimer Forward - looking statements are based on management’s knowledge and belief as of today and include information concerning Heritage Commerce Corp, the holding company (the “Company”) for Heritage Bank of Commerce (the “Bank”), 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 the Company’s reports on Forms 10 - K and 10 - Q as filed with the Securities and Exchange Commission and the Company’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. The Company undertakes no obligation to publicly revise these forward - looking statements to reflect subsequent events or circumstances.

5 Heritage Commerce Corp Snapshot Headquartered in San Jose, California (1) Tangible Common Equity (2) Tax Equivalent Yield At or for the Quarter Ended March 31, 2022 n Total Assets 5.4$ billion n Total Loans 3.0$ billion n Total Deposits 4.7$ billion n Total Shareholders' Equity 601.1$ million n TCE (1) /Tangible Assets 8.01% n Total Capital Ratio 14.6% n Loan to Deposit Ratio 64.48% n Net Interest Margin(TEY) (2) 3.05% n Diluted Earnings Per Share 0.21$ per share n Quarterly Cash Dividend 0.13$ per share

6 Heritage Commerce Corp Strategy Build a significant, well diversified, community business bank in Northern California (primarily the San Francisco Bay Area) ▪ Provide a diversified mix of lending and deposit products oriented to small and medium - sized business and professional organizations, non - profits, and community groups and their employees ▪ Deliver products and services through full - service branch offices located in key communities throughout the footprint ▪ Build the franchise through: ▪ Organic growth ▪ New loan team de novo office locations ▪ Mergers & Acquisitions 17 Branches

7 Heritage Commerce Corp Profile History: ▪ Heritage Bank of Commerce, 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, professional organizations, non - profits, and community groups and their employees using a “Consultative” relationship banking approach Core Clientele: ▪ Small to medium - sized closely held businesses (and their principals and key employees) ▪ Professional organizations ▪ High net worth individuals ▪ Non - profits Specialty Expertise: ▪ Small Business Administration (“SBA”) Lending and loan sales ▪ Corporate Finance/Asset - Based Lending ▪ Factoring ▪ Construction Lending ▪ Cash Management ▪ Non - profit organizations, education, and churches ▪ Homeowner Association Services (“HOA”)

8 Heritage Commerce Corp Significant Events ▪ Acquired Bay View Funding in 4Q14 ▪ Acquired Focus Business Bank in 3Q15 ▪ Acquired Tri - Valley Bank in 2Q18 ▪ Acquired United American Bank in 2Q18 ▪ Acquired Presidio Bank in 4Q19 (the largest acquisition in our history) ▪ Adopted the Current Expected Credit Loss (“CECL”) methodology on January 1, 2020 ▪ Presidio systems and integration successfully completed in 1Q20 ▪ Finalized move to new San Jose headquarters in 3Q20 ▪ Funded 1,789 of SBA Paycheck Protection Program (“PPP”) loans totaling $530.8 million in 2020 and 2021. PPP loans totaled $37.4 million at March 31, 2022 ▪ Completed the issuance of $40 million of 5.00% Fixed - to - Floating Rate Subordinated Debt due 2032 on May 11, 2022

9 Market Share ▪ The Bank ranks second amongst independent c ommunity b anks headquartered in the San Francisco Bay Area (1) • Largest independent community bank 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, Sum mary of Deposits as of June 30, 2021. (2) Does not include the Hollister Branch which is located in San Benito County. The Hollister Branch had $70,517 of deposits at Ju ne 30, 2021. Deposits 2021 Branch in Bay Area (1) Rank Bank Count ($000) Top Regional Banks: 1Fremont Bank 22 4,936,237 2 Heritage Bank of Commerce (2) 16 4,294,216 3Mechanics Bank 24 4,176,874 4Bank of Marin 15 2,084,662 5Sterling Bank and Trust, FSB 20 1,828,628 6California Bank of Commerce 2 1,686,263 7Avidbank 2 1,431,533 8Pacific Coast Bankers' Bank 1 1,136,317 9United Business Bank 8 830,845 10Community Bank of the Bay 3 697,935 Top National Franchises: 1Bank of America, NA 189 234,421,350 2Silicon Valley Bank 3 134,125,609 3Wells Fargo Bank, NA 205 127,518,335 4First Republic Bank 37 67,336,175 5JPMorgan Chase Bank, NA 196 63,419,901 6Bank of the West 75 31,421,384 7Citibank, NA 90 30,402,000 Totals for Market: (1) 1,295 833,296,070

10 Current Balance Sheet Highlights ( in $000’s ) Percent Change From: 3/31/22 12/31/21 3/31/21 12/31/21 3/31/21 n Total Assets 5,427,398$ 5,499,409$ 5,001,390$ -1% 9% n Total Loans 3,024,064$ 3,087,326$ 2,704,707$ -2% 12% n Core Deposits (1) 4,566,736$ 4,626,441$ 4,147,931$ -1% 10% n Total Deposits 4,689,905$ 4,759,412$ 4,279,102$ -1% 10% n Equity / Total Assets 11.07% 10.87% 11.63% 2% -5% n TCE (2) / Tangible Assets 8.01% 7.84% 8.26% 2% -3% n Total Capital Ratio 14.6% 14.4% 16.5% 1% -12% For the Periods Ended: (1) Excludes time deposits $250 and over and all CDARs (2) Tangible Common Equity

11 Operating Performance (Dollars in thousands, except per share amounts) (1) Earnings Per Share (2) Return on Average Tangible Assets (3) Return on Average Tangible Equity For the Quarter Ended: Percent Change From: Percent 1Q 2022 4Q 2021 1Q 2021 4Q 2021 1Q 2021 2021 2020 Change Net Interest Income $38,221 $38,109 $34,958 0% 9% $146,125 $141,890 3% Provision (Recapture) for Credit Losses on Loans(567) (615) (1,512) 8% -63% (3,134) 13,233 -124% Net Interest Income after Provision for Credit Losses on Loans38,788 38,724 36,470 0% 6% 149,259 128,657 16% Noninterest Income 2,460 2,810 2,301 -12% 7% 9,688 9,922 -2% Noninterest Expense 23,252 22,227 23,244 5% 0% 93,077 89,511 4% Income Before Income Taxes 17,996 19,307 15,527 -7% 16% 65,870 49,068 34% Income Tax Expense 5,130 5,342 4,323 -4% 19% 18,170 13,769 32% Net Income 12,866 $13,965 $11,204 -8% 15% $47,700 $35,299 35% Diluted EPS (1) 0.21$ 0.23$ 0.19$ -9% 11% 0.79$ 0.59$ 34% ROATA (2) 0.99% 1.00% 0.99% -1% 0% 0.96% 0.83% 16% ROATE (3) 12.47% 13.50% 11.50% -8% 8% 11.86% 9.04% 31% Net Interest Margin 3.05% 2.84% 3.22% 7% -5% 3.05% 3.50% -13% Efficiency Ratio 57.16% 54.32% 62.38% 5% -8% 59.74% 58.96% 1% Full Year

▪ Small to medium - sized business customer relationship focus in vibrant economic geography ▪ Competitive loan and deposit/cash management products catering to businesses ▪ Diversified specialty business units ▪ Highly experienced management team throughout the company ▪ Solid capital and liquidity management • 14.6% total capital ratio under the Basel III regulatory requirements at 3/31/22 • 64.48% loan to deposit ratio at 3/31/22 • Quarterly common dividend at $ 0.13 per share in the first quarter of 2022 and all of 2021 and 2020 ▪ Excellent locations and markets with solid market share among community banks • 17 branch locations • HBC ranks second 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, 2021. Positioned for Continued Growth in the San Francisco Bay Area 12

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