8-K - BMRC - Equibles

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, 2023

Bank of Marin Bancorp

(Exact name of Registrant as specified in its charter)

California	001-33572	20-8859754
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)	504 Redwood Blvd., Suite 100, Novato, CA	94947
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(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: (415) 763-4520

Not Applicable

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 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 12(b) of the Act:
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Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, no par value	BMRC	The Nasdaq Stock Market		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).
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	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. ☐

Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders held on May 23, 2023, the following matters were submitted to a vote of security holders with the indicated number of votes being cast for, against or withheld, and with the indicated number of abstentions and broker non-votes:

1.To elect twelve members of the Board of Directors to serve until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified.

	Number of Votes
	For	Withheld	Non-Vote
Nicolas C. Anderson	10,285,283	503,927	1,879,177
Russell A. Colombo	10,350,522	438,688	1,879,177
Charles D. Fite	10,333,125	456,085	1,879,177
James C. Hale	9,545,622	1,243,588	1,879,177
Robert Heller	9,465,938	1,323,272	1,879,177
Kevin R. Kennedy	10,469,229	319,981	1,879,177
William H. McDevitt, Jr.	10,218,265	570,945	1,879,177
Timothy D. Myers	10,451,469	337,741	1,879,177
Sanjiv S. Sanghvi	9,871,438	917,772	1,879,177
Joel Sklar, MD	10,082,169	707,041	1,879,177
Brian M. Sobel	9,354,698	1,434,512	1,879,177
Secil T. Watson	10,326,749	462,461	1,879,177

To vote, on an advisory basis, to approve executive compensation for Named Executive Officers.

For	Against	Abstain	Non-Vote
9,028,918	1,449,670	310,622	1,879,177

To recommend, by non-binding vote, the frequency of the vote on executive compensation.

One Year	Two Years	Three years	Abstain	Non-Vote
9,125,869	263,731	1,148,232	251,378	1,879,177

To ratify the selection of Moss Adams LLP, independent auditor, to perform audit services for the year 2023.

For	Against	Abstain	Non-Vote
12,525,961	57,014	85,412	0

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.

Date:	May 26, 2023	BANK OF MARIN BANCORP
		By:	/s/ Tani Girton
			Tani Girton
			Executive Vice President
			and Chief Financial Officer