SEC Document



 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 17, 2016


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 17, 2016, 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 ten 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
4,315,694
66,373
1,194,301
 
 
 
 
James C. Hale
4,230,494
151,573
1,194,301
 
 
 
 
Robert Heller
4,310,324
71,743
1,194,301
 
 
 
 
Norma J. Howard
4,146,193
235,871
1,194,301
 
 
 
 
Kevin R. Kennedy
4,252,464
129,603
1,194,301
 
 
 
 
William H. McDevitt, Jr.
4,294,916
87,151
1,194,301
 
 
 
 
Michaela K. Rodeno
4,266,377
115,690
1,194,301
 
 
 
 
Joel Sklar, MD
4,306,354
75,713
1,194,301
 
 
 
 
Brian M. Sobel
4,228,286
153,781
1,194,301
 
 
 
 
J. Dietrich Stroeh
4,303,179
78,888
1,194,301
 
 
 
 

2.
An advisory vote to approve executive compensation for Named Executive Officers.

For
Against
Abstain
Non-Vote
 
 
 
 
4,012,655
129,473
239,939
1,194,301


3.
To ratify the selection of Moss Adams LLP, independent auditor, to perform audit services for the year 2016.

For
Against
Abstain
Non-Vote
 
 
 
 
5,496,076
18,409
61,883
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 20, 2016
 
BANK OF MARIN BANCORP
 
 
 
By:
 /s/ Tani Girton
 
 
 
 
Tani Girton
 
 
 
 
Executive Vice President
 
 
 
 
 and Chief Financial Officer