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Section 1: 8-K (8-K)

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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 16, 2018
 
PACIFIC MERCANTILE BANCORP
(Exact name of registrant as specified in its charter)
 
 
California
0-30777
33-0898238
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
949 South Coast Drive, Costa Mesa, California
92626
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (714) 438-2500
N/A
(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:
 ¨ 
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))
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 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
Pacific Mercantile Bancorp (the “Company”) held its annual meeting of shareholders on May 16, 2018. The Company's shareholders voted on the proposals listed below, each of which was described in the Company's proxy statement for the meeting. On the record date for the meeting, there were 23,312,682 shares of the Company's common stock entitled to vote at the meeting.
Voting Results
Proposal 1 — Election of Directors
The following individuals were elected as directors to serve until the 2019 annual meeting of shareholders and until their successors are elected and qualified. There were no nominees other than those listed below. The voting results were as follows:
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Romir Bosu
18,194,260
 
454,866
 
3,918,631
Edward J. Carpenter
18,154,550
 
494,576
 
3,918,631
John D. Flemming
17,821,131
 
827,995
 
3,918,631
Michael P. Hoopis
18,168,741
 
480,385
 
3,918,631
Denis Kalscheur
18,194,260
 
454,866
 
3,918,631
David J. Munio
18,219,993
 
429,133
 
3,918,631
John Thomas, M.D.
18,170,917
 
478,209
 
3,918,631
Thomas M. Vertin
18,220,806
 
428,320
 
3,918,631
Stephen P. Yost
18,220,993
 
428,133
 
3,918,631
Proposal 2 — Ratification of the Appointment of Independent Registered Public Accountants
The shareholders voted to ratify the appointment of RSM US LLP as the Company's independent registered public accounting firm for the 2018 fiscal year. The results of voting were as follows:
Votes For
 
Votes Against
 
Abstain
 
Non-Votes
22,557,465
 
3,711
 
6,581
 
Proposal 3 — Advisory Vote on the Compensation of Our Named Executive Officers
The shareholders voted to approve a non-binding advisory resolution concerning the Company's 2017 executive compensation as described in the Company's proxy statement for the meeting. The results of voting were as follows:
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
16,483,686
 
1,878,428
 
287,012
 
3,918,631






SIGNATURE
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 hereunto duly authorized.  
 
 
PACIFIC MERCANTILE BANCORP
 
 
 
 
Date: May 18, 2018
 
By:
/s/ Thomas M. Vertin
 
 
 
Thomas M. Vertin,
President and Chief Executive Officer



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