8-K

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): June 3, 2020

OP BANCORP

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (213) 892-9999

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):

Securities registered pursuant to Section 12(b) of the Act:

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 28, 2020, the Board of Directors of  OP Bancorp, (the “Company”), the bank holding company of Open Bank (the “Bank”) amended Section 3.2 of the Company’s Amended and Restated Bylaws to provide for any person serving as a director must submit his or her notice of retirement no later than sixty (60) calendar days prior to attaining age 75, which retirement will become effective upon the earlier of the date stated in such notice or on the director’s seventy-fifth birthday.  In addition the bylaw amendment provides that no person may be nominated or may stand for election or reelection to the Board of Directors if a retirement in accordance with the preceding sentence would occur within four (4) months after the annual meeting at which such election is to be considered by the shareholders. The Board of Directors by a majority vote of the authorized number of directors may waive any of the requirements of this amendment with respect to any director or nominee for election or reelection to the Board of Directors. A copy of the amendment is attached as Exhibit 3(ii) and is incorporated herein by reference.

(d)    Exhibits.

EXHIBIT INDEX

SIGNATURE

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.

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opbk-ex3ii_8.htm

Exhibit 3(ii)

THIRD AMENDMENT OF BY-LAWS OF OP BANCORP

The By-laws of OP Bancorp, a California corporation (the “Company”), are hereby amended as set forth below.  Upon the approval of this Third Amendment of By-laws (the “Amendment”) by the Board of Directors of the Company, this Amendment together with the existing By-laws of the Company shall constitute the By-laws of the Company.  Except as expressly modified hereby, all other terms and provisions of the By-laws in effect prior to the adoption of this Amendment shall remain in full force and effect; provided however, to the extent of any inconsistency between the provisions of the By-laws in effect prior to the adoption of this Amendment and the provisions of this Amendment, the provisions of this Amendment shall control.

Section 3.2 of the Amended and Restated Bylaws of Open Bank is amended in its entirety and restated to read in full as follows.

Section 3.2Number and Qualification of Directors.

(a)The authorized number of directors of the corporation shall not be less than seven (7) nor more than thirteen (13) until changed by amendment of the Articles of Incorporation or by a Bylaw amending this Section 3.2 duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote, provided, however, that if the minimum or fixed number of directors is five (5) or more, an amendment reducing the fixed number or minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote.  No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum minus one.  The exact number of directors with in the range of authorized directors shall be fixed from time to time, within the limits specified in the Articles of Incorporation or in this Section 3.2, (i) by a bylaw or amendment thereof duly adopted by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares entitled to vote, or (ii) by resolution adopted from time to time by the Board of Directors.

(b)Notwithstanding Section 3.3 of these Bylaws and as provided in this Section 3.2(b), any person serving as a director shall submit his or her notice of retirement no later than sixty (60) calendar days prior to attaining age 75, which retirement shall become effective upon the earlier of the date

stated in such notice or on the director’s seventy-fifth birthday.  No person may be nominated or may stand for election or reelection to the Board of Directors if a retirement in accordance with the preceding sentence would occur within four (4) months after the annual meeting at which such election is to be considered by the shareholders.  Any nominee for election as a director shall meet all qualifications for service as a director as set forth in these Bylaws. The Board of Directors by a majority vote of the authorized number of directors may waive any of the requirements of this Section 3.2(b) with respect to any director or nominee for election or reelection to the Board of Directors.

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