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): June 13, 2023 (June 9, 2023 )
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (213 ) 627-9888
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 Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12 (b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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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 a Vote of Security Holders.
On June 9, 2023, RBB Bancorp (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).
At the Annual Meeting, the shareholders of the Company:
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elected William Bennet, Robert M. Franko, Dr. James W. Kao, Christina Kao, Joyce Wong Lee, Chuang-I (Christopher) Lin, Geraldine Pannu, Scott Polakoff, Frank Wong, and David R. Morris to the board of directors of the Company (the “Board”);
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approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers; and
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ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
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On April 10, 2023, the record date for the Annual Meeting, there were 18,992,903 shares of Company common stock issued, outstanding and entitled to vote. Shareholders holding 12,356,947 shares of Company common stock participated in the Annual Meeting, in person, by webcast, telephonically or by proxy. The results of the matters voted upon at the 2023 Annual Meeting were as follows:
Proposal 1: Ten nominees were elected to the Board with the following vote counts:
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FOR
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WITHHELD
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BROKER NON-VOTES
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William Bennet
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10,634,917
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139,171
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1,582,859
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Robert M. Franko
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10,634,818
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139,270
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1,582,859
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Dr. James W. Kao
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10,416,580
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357,508
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1,582,859
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Christina Kao
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9,390,338
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1,383,750
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1,582,859
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Joyce Wong Lee
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10,622,308
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151,780
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1,582,859
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Chuang-I (Christopher) Lin
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9,334,767
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1,439,321
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1,582,859
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Geraldine Pannu
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10,622,108
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151,980
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1,582,859
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Scott Polakoff
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10,635,017
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139,071
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1,582,859
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Frank Wong
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10,634,917
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139,171
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1,582,859
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David R. Morris
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10,622,207
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151,881
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1,582,859
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Proposal 2: The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, having received the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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6,542,250
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4,099,983
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131,855
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1,582,859
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Proposal 3: The appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, having received the following votes:
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FOR
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AGAINST
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ABSTAIN
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12,279,239
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26,026
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51,682
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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 thereunto duly authorized.
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RBB BANCORP
(Registrant)
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Date: June 13, 2023
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By:
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/s/ David Morris
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David Morris
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| President and Chief Executive Officer | |||