Unassociated 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 27, 2010
 
HERITAGE COMMERCE CORP
 
(Exact name of registrant as specified in its charter)
 

 
California
000-23877
77-0469558
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
150 Almaden Boulevard, San Jose, California
 
95113
(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))

 
 
ITEM 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 
 
On May 27, 2010, Heritage Commerce Corp (the “Company”), held its Annual Meeting of Shareholders (the “Shareholders 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 20, 2010.  The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows:
 
Proposal 1:  Election of Directors
 
The election of ten 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
Frank G. Bisceglia
6,299,542
973,459
Jack W. Conner
6,300,042
972,959
Celeste V. Ford
6,338,973
934,028
John J. Hounslow
6,457,079
815,922
Walter T. Kaczmarek
6,332,620
940,381
Mark E. Lefanowicz
6,334,069
938,932
Robert T. Moles
6,333,439
939,562
Humphrey P. Polanen
6,338,973
934,028
Charles J. Toeniskoetter
6,338,439
934,562
Ranson W. Webster
5,300,986
1,972,015


Proposal 2:  Advisory Vote on Executive Compensation
 
Approval of non-binding vote on the Company’s executive compensation.  The results are set forth below:
 
For
Against
Abstentions
9,319,164
478,368
346,117
 
 
Proposal 3:  Amendment to Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock from 30,000,000 to 60,000,000
 
Approval of an amendment of the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 30,000,000 to 60,000,000.  The results are set forth below:
 
For
Against
Abstentions
8,205,545
1,906,210
31,894
 
 
Proposal 4:  Amendment to Bylaws to Reduce the Range of the Size of the Board of Directors
 
Approval of an amendment to the Company’s Bylaws to reduce the range of the size of the Board of Directors to a range of 9 to 15 persons.  The results are as follows:
 
For
Against
Abstentions
9,865,292
204,172
74,185
 
 
Proposal 5:  Ratification of Independent Registered Public Accounting Firm
 
The ratification of the selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.  The results are set forth below:
 
For
Against
Abstentions
9,791,662
78,419
273,568
 
 
Proposal 6:  Authorization to Adjourn the Annual Meeting
 
Approval of the adjournment of the Annual Meeting, if necessary, to allow for further solicitation of proxies.  The results are set forth below:
 
For
Against
Abstentions
9,353,495
748,344
41,810
 
 
ITEM 7.01    REGULATION FD DISCLOSURE.
 
Walter T. Kaczmarek, President and Chief Executive Officer of Heritage Commerce Corp, made a presentation to shareholders at the Annual Meeting of Shareholders on May 27, 2010.   A copy of the information in the slide presentation is included as Exhibit 99.1. This Form 8-K and the information included as exhibits 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 this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report 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.  

 
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(D) Exhibits.

99.1  
Slide presentation to shareholders presented on May 27, 2010 by the registrant's President and Chief Executive Officer.
 
 

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.

Date: May 27, 2010      
 
Heritage Commerce Corp

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

 
 
 
INDEX TO EXHIBITS


EXHIBIT NO.         DESCRIPTION
 
 
99.1  
               Slide presentation to shareholders presented on May 27, 2010, by the registrant's
             President and Chief Executive Officer