UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On May 23, 2024, Heritage Commerce Corp (the “Company”), held its virtual Annual Meeting of Shareholders (the “Shareholders Meeting”). There were 61,253,625 shares of common stock entitled to vote at the meeting and a total of 50,229,412 shares (82.0%) 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 (“SEC”) on April 11, 2024. 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 | 44,053,411 | 1,017,413 | 5,158,588 | |||
| Bruce H. Cabral | 44,057,687 | 1,013,137 | 5,158,588 | |||
| Jack W. Conner | 43,555,517 | 1,515,307 | 5,158,588 | |||
| Jason DiNapoli | 43,646,594 | 1,424,230 | 5,158,588 | |||
| Steven G. Heitel | 43,677,261 | 1,393,563 | 5,158,588 | |||
| Kamran F. Husain | 44,040,570 | 1,030,254 | 5,158,588 | |||
| Robertson Clay Jones | 43,648,857 | 1,421,967 | 5,158,588 | |||
| Laura Roden | 43,537,252 | 1,533,572 | 5,158,588 | |||
| Marina H. Park Sutton | 43,624,491 | 1,446,333 | 5,158,588 | |||
| Ranson W. Webster | 43,084,220 | 1,986,604 | 5,158,588 |
Proposal 2: Advisory Vote on Frequency of Votes on Executive Compensation
The consideration of an advisory proposal on the frequency with which the Company is to hold a shareholder vote to approve the compensation of the named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules (including the Compensation Discussion and Analysis, compensation tables and narrative discussion). The results are set forth below:
| 2. | Advisory proposal on the frequency of votes on executive compensation |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | |||||
| 41,284,995 | 310,477 | 2,788,130 | 687,222 | 5,158,588 | |||||
Proposal 3: Advisory Vote on Executive Compensation
The consideration of an advisory proposal on 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 | |||
| 43,370,601 | 1,228,760 | 471,463 | 5,158,588 |
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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, 2024. The results are set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||
| 49,533,007 | 552,747 | 143,658 | 0 |
| ITEM 7.01 | REGULATION FD DISCLOSURE |
Robertson Clay Jones, President and Chief Executive Officer of Heritage Commerce Corp, made a presentation to shareholders at the Shareholders Meeting. A copy of the information in the shareholder presentation is included as Exhibit 99.1.
The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. The information in the materials is presented as of March 31, 2024, 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 23, 2024, by the Company’s President and Chief Executive Officer. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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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, 2024
Heritage Commerce Corp
| By: /s/ Lawrence D. McGovern | |
| Name: Lawrence D. McGovern | |
| Executive Vice President and Chief Financial Officer |
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