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Section 1: 8-K (8-K)

Document


 
 
 
 
 
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 23, 2019
 
PACIFIC CITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 

California
(State or other jurisdiction of
incorporation)
 
001-38621
(Commission
File Number)
 
20-8856755
(I.R.S. Employer
Identification No.)
 
 
 
 
 
3701 Wilshire Boulevard, Suite 900
Los Angeles, California
(Address of principal offices)
 
 
 
90010
(Zip Code)
Registrant’s telephone number, including area code: (213) 210-2000
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))
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 x
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. x





Item 5.07 Submission of Matters to Vote of Security Holders
The annual meeting of shareholders of Pacific City Financial Corporation (the “Company”) was held on May 23, 2019. As of March 29, 2019, the voting record date for the meeting, there were 16,011,151 shares of the Company’s common stock outstanding. At the meeting, the shareholders voted on the following items:
1.
election of directors;
2.
change the Company name to “PCB Bancorp;”
3.
eliminate cumulative voting in the election of directors; and
4.
ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
A total of 14,319,576 shares of the Company's common stock were presented and voted at the meeting, constituting 89.44% of the issued and outstanding shares of the Company's common stock entitled to vote at the meeting.
The results of the items voted on are as follows:
Proposal No.1 Election of directors of the Company
Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Vote
Kijun Ahn
 
12,534,862
 
13,148
 
1,771,566
Haeyoung Cho
 
12,543,065
 
4,945
 
1,771,566
Henry Kim
 
12,543,065
 
4,945
 
1,771,566
Sang Young Lee
 
12,536,376
 
11,634
 
1,771,566
Hong Kyun “Daniel” Park
 
12,542,056
 
5,954
 
1,771,566
Don Rhee
 
12,540,911
 
7,099
 
1,771,566
Suk Won Youn
 
12,531,870
 
16,140
 
1,771,566
Each of the nominees noted above was re-elected to serve as members of the board of directors of the Company until the Company’s next annual meeting of shareholders and until their successors are duly elected and qualified.
Proposal No.2 Approval of the Company Name Change to “PCB Bancorp”
Vote Type
 
Total Shares
Votes For
 
14,124,218
Votes Against
 
194,458
Votes Abstain
 
900
Broker Non-Vote
 
0
The vote required to approve this proposal was the affirmative vote of a majority of the outstanding shares. Accordingly, this proposal was approved.
Proposal No.3 Eliminate Cumulative Voting in the Election of Directors
Vote Type
 
Total Shares
Votes For
 
11,301,413
Votes Against
 
1,097,751
Votes Abstain
 
148,846
Broker Non-Vote
 
1,771,566
The vote required to approve this proposal was the affirmative vote of a majority of the outstanding shares. Accordingly, this proposal was approved.


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Proposal No.4 Ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019:
Vote Type
 
Total Shares
Votes For
 
14,204,328
Votes Against
 
2,441
Votes Abstain
 
112,807
Broker Non-Vote
 
0
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.


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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 hereunto duly authorized.
 
 
Pacific City Financial Corporation
 
 
 
Date: May 23, 2019
 
/s/ Timothy Chang
 
 
Timothy Chang
 
 
Executive Vice President and Chief Financial Officer



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