ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 26, 2022, Heritage Commerce Corp (the "Company"), held its Annual Meeting
of Shareholders (the "Shareholders Meeting"). There were 60,407,846 shares of
common stock entitled to vote at the meeting and a total of 52,422,468 shares
(86.78%) 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 14, 2022. 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 36,675,339 10,034,540 5,712,589
Bruce H. Cabral 45,916,327 793,552 5,712,589
Jack W. Conner 45,804,265 905,614 5,712,589
Jason DiNapoli 45,391,589 1,318,290 5,712,589
Steven G. Heitel 45,741,437 968,442 5,712,589
Kamran F. Husain 45,892,934 816,945 5,712,589
Walter T. Kaczmarek 45,848,745 861,134 5,712,589
Robert T. Moles 36,626,371 10,083,508 5,712,589
Laura Roden 45,849,201 860,678 5,712,589
Marina H. Park Sutton 35,091,191 11,618,688 5,712,589
Ranson W. Webster 36,657,668 10,052,211 5,712,589
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
32,720,823 13,779,822 209,234 5,712,589
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, 2022.
The results are set forth below:
For Against Abstentions Broker Non-Votes
51,754,601 259,167 408,700 0
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ITEM 8.01 OTHER EVENTS.
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 26, 2022. 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 Company. The information
in the materials is presented as of March 31, 2022, and the Company does not
assume any obligations to update such information in the future.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(D) Exhibits.
99.1 Slide presentation to shareholders presented on May 26, 2022, by the
Company's President and Chief Executive Officer.
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