Newswires
Submission of Matters to a Vote of Security Holders – Form 8-K
U.S. Regulated Equity Markets (Alternative Disclosure) via PUBT
pcb-20230525
UNITED STATES
Washington, D.C. 20549
PCB BANCORP
SECURITIES AND EXCHANGE COMMISSION
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 25, 2023
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of
incorporation)
|
001-38621
(Commission
File Number)
|
20-8856755
(I.R.S. Employer
Identification No.)
|
|
(Address of principal offices)
|
90010
(
|
Registrant's telephone number, including area code: (213) 210-2000
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) | |
| Common stock, no par value | PCB | Nasdaq Global Select 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).
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.☒
Item 5.07 Submission of Matters to Vote of Security Holders
The annual meeting of shareholders of PCB Bancorp (the "Company") was held on May 25, 2023 . As of March 31, 2023 , the voting record date for the meeting, there were 14,297,870 shares of the Company's common stock outstanding. At the meeting, the shareholders voted on the following items:
1.election of directors;
2.approve the 2023 equity based compensation plan; and
3.ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 .
A total of 10,618,259 shares of the Company's common stock were presented and voted at the meeting, constituting 74.26% of the issued and outstanding shares of the Company's common stock entitled to vote at the meeting.
The results of the items voted on are as follows:
Proposal No.1 Election of directors of the Company
| Nominee | Votes For | Votes Withheld | Broker Non-Vote |
| 7,760,628 | 871,239 | 1,986,392 | |
| 8,533,271 | 98,596 | 1,986,392 | |
| 6,096,927 | 2,534,940 | 1,986,392 | |
| 8,534,988 | 96,879 | 1,986,392 | |
| 8,509,880 | 121,987 | 1,986,392 | |
| 7,492,276 | 1,139,591 | 1,986,392 | |
| 8,534,887 | 96,980 | 1,986,392 | |
| 7,760,638 | 871,229 | 1,986,392 |
Each of the nominees noted above was elected to serve as members of the board of directors of the Company until the Company's next annual meeting of shareholders and until their successors are duly elected and qualified.
Proposal No.2 Approval of the Company's 2023 equity based compensation plan
| Vote Type | Total Shares |
| Votes For | 7,693,531 |
| Votes Against | 921,445 |
| Votes Abstain | 16,891 |
| Broker Non-Vote | 1,986,392 |
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
Proposal No.3 Ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 :
| Vote Type | Total Shares |
| Votes For | 10,582,258 |
| Votes Against | 2,066 |
| Votes Abstain | 33,935 |
| Broker Non-Vote | - |
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
2
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: | /s/ |
|
| Executive Vice President and Chief Financial Officer |
3
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Submission of Matters to a Vote of Security Holders – Form 8-K
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