UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As noted under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of BayCom Corp (the “Company”) held on June 18, 2024, the Company’s shareholders approved the BayCom Corp 2024 Omnibus Incentive Plan (the “Plan”). A description of the Plan is contained in the Company’s definitive proxy statement for the 2024 Annual Meeting filed with the Securities and Exchange Commission on April 26, 2024 under the heading “Proposal IV. Approval of the BayCom Corp 2024 Omnibus Incentive Plan” and is incorporated herein by reference, and a copy of the Plan is attached to that proxy statement as Appendix A and also is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2024 Annual Meeting on June 18, 2024. Holders of record of the Company’s common stock at the close of business on April 19, 2024, were entitled to vote at the 2024 Annual Meeting. The final voting results of each proposal are set forth below.
Proposal I – Election of Directors
The Company’s shareholders approved the election of James S. Camp, Harpreet S. Chaudhary, Keary L. Colwell, George J. Guarini, Lloyd W. Kendall, Jr., Janet L. King, Robert G. Laverne, MD and Syvia L. Magid as directors of the Company for a one year term to expire in the year 2025.
For | Withheld | Broker Non-Vote | |
James S. Camp | 6,898,044 | 425,428 | 668,076 |
Harpreet S. Chaudhary | 6,389,991 | 933,481 | 668,076 |
Keary L. Colwell | 7,018,895 | 304,577 | 668,076 |
George J. Guarini | 7,251,916 | 71,566 | 668,076 |
Lloyd W. Kendall, Jr. | 6,246,677 | 1,076,795 | 668,076 |
Janet L. King | 7,221,336 | 102,136 | 668,076 |
Robert G. Laverne, MD | 6,271,845 | 1,051,627 | 668,076 |
Syvia L. Magid | 6,411,530 | 912,208 | 667,810 |
Proposal II – Advisory (non-binding) vote on executive compensation
The Company’s shareholders approved the advisory (non-binding) vote on executive compensation.
Number of Votes | |
For | 6,983,763 |
Against | 328,490 |
Abstain | 11,494 |
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Proposal III – Advisory (non-binding) vote as to whether future advisory votes on executive compensation should be held every one year, every two years or every three years
The Company’s shareholders approved every One Year for the frequency of future advisory (non-binding) votes on executive compensation.
Number of Votes | |
One Year | 5,084,454 |
Two Years | 8,919 |
Three Years | 1,704,738 |
Abstain | 525,637 |
The Company’s board of directors has determined, in light of the results of the vote on this item, that the Company will hold an advisory vote on executive compensation every year until the next required vote on the frequency of advisory votes on executive compensation.
Proposal IV – Approval of the BayCom Corp 2024 Omnibus Incentive Plan
The Company’s shareholders approved the BayCom Corp 2024 Omnibus Incentive Plan.
Number of Votes | |
For | 7,203,357 |
Against | 108,538 |
Abstain | 11,852 |
Proposal V – Ratification of Independent Registered Public Accounting Firm
The Company’s shareholders approved the ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
Number of Votes | |
For | 7,955,820 |
Against | 35,700 |
Abstain | 28 |
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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.
BAYCOM CORP | |||
Date: | June 21, 2024 | By: | /s/Keary L. Colwell |
Keary L. Colwell, Senior Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | |||
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