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May 29, 2023 Newswires
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Submission of Matters to a Vote of Security Holders – Form 8-K

U.S. Regulated Equity Markets (Alternative Disclosure) via PUBT
bmrc-20230523


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
(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:
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).
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 5.07Submission 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

2. 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

3. 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

4. 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



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Bank of Marin Bancorp published this content on 26 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2023 14:41:25 UTC.

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