May 14 2015 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 14, 2015


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 Shareholders held on May 14, 2015, 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 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
3,881,169

60,153

1,392,450

 
 
 
 
James C. Hale
3,858,464

82,858

1,392,450

 
 
 
 
Robert Heller
3,930,241

11,081

1,392,450

 
 
 
 
Norma J. Howard
3,730,285

211,037

1,392,450

 
 
 
 
Kevin R. Kennedy
3,843,161

98,161

1,392,450

 
 
 
 
Stuart D. Lum
3,803,591

137,732

1,392,450

 
 
 
 
William H. McDevitt, Jr.
3,919,566

21,757

1,392,450

 
 
 
 
Michaela K. Rodeno
3,880,041

61,281

1,392,450

 
 
 
 
Joel Sklar, MD
3,910,466

30,856

1,392,450

 
 
 
 
Brian M. Sobel
3,922,576

18,747

1,392,450

 
 
 
 
J. Dietrich Stroeh
3,912,860

28,463

1,392,450

 
 
 
 

2.
To approve the advisory vote on executive compensation.

For

Against

Abstain

Non-Vote

 
 
 
 
3,650,149

252,049

39,124

1,392,450



3.
To ratify the selection of Moss Adams LLP, independent auditors, to perform audit services for the year 2015.

For

Against

Abstain

Non-Vote

 
 
 
 
5,278,073

17,058

38,641

—










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 18, 2015
 
BANK OF MARIN BANCORP
 
 
 
By:
 /s/ Tani Girton
 
 
 
 
Tani Girton
 
 
 
 
Executive Vice President
 
 
 
 
 and Chief Financial Officer