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Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 25, 2021



(Exact name of registrant as specified in its charter)


California   000-23877   77-0469558

(State or other jurisdiction of


  (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 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On March 25, 2021, the Board of Directors of Heritage Commerce Corp (the “Company”), upon recommendation of its Compensation Committee, approved increases in salaries to the Company’s named executive officers as follows:


   New   Percentage 
Name  Salary*   Increase 
Walter T. Kaczmarek
 President and Chief Executive Officer
  $721,000    ** 
Michael E. Benito
Executive Vice President / Business
Banking Manager of Heritage Bank of Commerce
  $320,124    5.0%
Margo G. Butsch
Executive Vice President and Chief Credit Officer
of Heritage Bank of Commerce
  $313,635    5.0%
Robertson Clay Jones
Executive Vice President and
President of Community Business Bank Group of
Heritage Bank of Commerce
  $360,140    11.0%
Lawrence D. McGovern
Executive Vice President and
Chief Financial Officer
  $367,710    5.0%
*The new salaries take effect April 1, 2021          
** Mr. Kacmarek assumed the position of  President and Chief Executive Officer on March 12, 2021. His salary was established on March 25, 2021.



ITEM 8.01Other Events


The Board of Directors has fixed the date of the 2021 Annual Meeting of Shareholders for May 27, 2021 with a record date of March 26, 2021.


Due to the public health impact of the coronavirus (COVID-19) outbreak and to support the health and well-being of our shareholders, this year’s Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted online via live webcast. The Company’s shareholders will be able to attend the Annual Meeting by registering at register.proxypush.com/HTBK.







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: March 30, 2021


Heritage Commerce Corp


By: /s/ Lawrence D. McGovern  
Name: Lawrence D. McGovern  
Executive Vice President and Chief Financial Officer