UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
CALIFORNIA BANCORP
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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 Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 May 21, 2025, California BanCorp (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The voting results of the Annual Meeting are set forth below.
Proposal I Election of twelve directors:
The Company’s directors are elected based on the candidates receiving the highest number of votes of the shares entitled to vote in the election, up to the number of directors to be elected twelve (12). Accordingly, the following twelve (12) director nominees were elected, each for a term of one year:
| For | Withheld | Broker Non-Votes | ||||
| Andrew J. Armanino, Jr. | 22,855,849 | 249,995 | 2,215,461 | |||
| Stephen A. Cortese | 22,640,280 | 465,564 | 2,215,461 | |||
| Kevin J. Cullen | 22,841,908 | 263,936 | 2,215,461 | |||
| Frank D. Di Tomaso | 22,749,609 | 356,235 | 2,215,461 | |||
| Rochelle G. Klein | 22,713,548 | 392,296 | 2,215,461 | |||
| Dr. Lester Machado | 22,643,367 | 462,477 | 2,215,461 | |||
| Richard Martin | 22,691,612 | 414,232 | 2,215,461 | |||
| Frank L. Muller | 22,865,314 | 240,530 | 2,215,461 | |||
| David I. Rainer | 23,016,497 | 89,347 | 2,215,461 | |||
| Steven E. Shelton | 22,648,335 | 457,509 | 2,215,461 | |||
| David Volk | 22,738,351 | 367,493 | 2,215,461 | |||
| Anne Williams | 22,681,455 | 424,389 | 2,215,461 |
Proposal II Ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:
The vote required to approve this proposal was the affirmative vote of a majority of the shares represented at the Annual Meeting. Accordingly, this proposal was approved with the following vote:
| For | Against | Abstain | Broker Non Votes | |||
| 25,232,229 | 13,330 | 75,746 | 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.
| CALIFORNIA BANCORP | ||
| Date: May 22, 2025 | By: | /s/ MANISHA K. MERCHANT |
| Manisha K. Merchant | ||
Executive Vice President, General Counsel and Corporate Secretary | ||