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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): May 27, 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 ¨









On May 27, 2021, Heritage Commerce Corp (the “Company”), held its Annual Meeting of Shareholders (the “Shareholders Meeting”). There were 59,932,334 shares of common stock entitled to vote at the meeting and a total of 50,907,856 shares (84.94%) 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 on April 15, 2021. The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows:


Proposal 1: Election of Directors


The election of eleven 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 44,487,731 836,915 5,583,210
  Frank G. Bisceglia 44,085,541 1,239,105 5,583,210
  Bruce H. Cabral 44,807,628 517,018 5,583,210
  Jack W. Conner 44,313,599 1,011,047 5,583,210
  Jason DiNapoli 44,477,329 847,317 5,583,210
  Steven G. Heitel 44,352,273 972,373 5,583,210
  Walter T. Kaczmarek 44,490,784 833,862 5,583,210
  Robert T. Moles 43,893,533 1,431,113 5,583,210
  Laura Roden 44,705,767 618,879 5,583,210
  Marina Park Sutton 44,210,089 1,114,557 5,583,210
  Ranson W. Webster 43,275,777 2,048,869 5,583,210


Proposal 2: Advisory Vote on Executive Compensation


The approval of 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
30,523,972 14,535,373 265,301 5,583,210


Proposal 3: 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, 2021. The results are set forth below:


For Against Abstentions Broker Non-Votes
50,240,853 187,747 479,256 0







Walter T. Kaczmarek, President and Chief Executive Officer of Heritage Commerce Corp, made a presentation to shareholders at the Virtual Annual Meeting of Shareholders on May 27, 2021.   A copy of the information in the shareholder presentation is included as Exhibit 99.1. The information included as Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of the information in Exhibit 99.1 is not intended to, and does not, constitute a determination or admission by the Company that the information in Exhibit 99.1 is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant or any of its affiliates. The Company does not assume any obligations to update such information in the future.




(D) Exhibits.  


99.1   Slide presentation to shareholders presented on May 27, 2021, by the registrant’s President and Chief Executive Officer.    
104   Cover Page interactive Data File (embedded within XBRL document)







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 28, 2021  
Heritage Commerce Corp  
By: /s/ Lawrence D. McGovern  
Name: Lawrence D. McGovern  
Executive Vice President and Chief Financial Officer