May 15 2012 Shareholder Vote Result Doc



 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 15, 2012


Bank of Marin Bancorp
(Exact name of Registrant as specified in its charter)
 


California
001-33572
20-8859754
(State or other jurisdiction of incorporation)
(File number)
(I.R.S. 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))







Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders
        
At the Annual Meeting of Stockholders held May 15, 2012, 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:

1.
To re-elect eleven 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

Russell A. Colombo
2,728,708

889,054

1,186,021

 
 
 
 
Thomas M. Foster
3,582,916

34,846

1,186,021

 
 
 
 
Robert Heller
3,452,410

165,352

1,186,021

 
 
 
 
Norma J. Howard
3,581,254

36,508

1,186,021

 
 
 
 
Stuart D. Lum
3,577,032

40,730

1,186,021

 
 
 
 
Joseph D. Martino
3,581,494

36,268

1,186,021

 
 
 
 
William H. McDevitt, Jr.
3,580,231

37,531

1,186,021

 
 
 
 
Joel Sklar, MD
3,264,524

353,238

1,186,021

 
 
 
 
Brian M. Sobel
3,578,667

39,095

1,186,021

 
 
 
 
J. Dietrich Stroeh
3,577,827

39,935

1,186,021

 
 
 
 
Jan I. Yanehiro
3,332,413

285,349

1,186,021


2.
To approve the advisory vote on executive compensation.
For

Against

Abstain

Non-Vote

 
 
 
 
3,331,260

86,123

200,378

1,186,021


3.
To ratify the selection of Moss Adams LLP, independent auditors, to perform audit services for the year 2012.
For

Against

Abstain

Non-Vote

 
 
 
 
4,766,461

28,736

8,586

—










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 15, 2012
 
BANK OF MARIN BANCORP
 
 
 
By:
 /s/ Christina J. Cook
 
 
 
 
Christina J. Cook
 
 
 
 
Executive Vice President
 
 
 
 
and Chief Financial Officer