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): January 24, 2019
HERITAGE COMMERCE CORP
(Exact name of registrant as specified in its charter)
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California |
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000-23877 |
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77-0469558 |
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(State or other jurisdiction of
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(Commission File Number) |
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(IRS Employer Identification No.) |
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150 Almaden Boulevard, San Jose, California |
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95113 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (408) 947-6900
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 Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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 o
Item 3.03 Materia l Modification to Rights of Security Holders
Number of Authorized Directors
The Company’s bylaws set the number of directors of the Company at not less than 9 and not more than 15 with the exact number set, from time to time, by resolution of the Board of Directors. At its January 24, 2019, the Company’s Board of Directors increased the number of directors from 9 to 10 effective February 1, 2019.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Company’s Board of Directors meeting held January 24, 2019, Walter T. Kaczmarek announced that he would be retiring as Chief Executive Officer and President of Heritage Commerce Corp and as Chief Executive Officer of Heritage Bank of Commerce effective August 8, 2019. Mr. Kaczmarek will continue as a member of the Board of Directors of both Heritage Commerce Corp and Heritage Bank of Commerce after his retirement.
At its meeting held January 24, 2019, the Company’s Board of Directors, upon recommendation of its Corporate Governance and Nominating Committee and in accordance with its succession plan, elected Keith A. Wilton to succeed Mr. Kaczmarek as Chief Executive Officer and President of Heritage Commerce Corp and Heritage Bank of Commerce effective August 8, 2019. The Board of Directors also increased the size of the Board to 10 persons and elected Mr. Wilton to the Board of Directors effective February 1, 2019.
Mr. Wilton joined Heritage Commerce Corp and Heritage Bank of Commerce in February 2014 as an Executive Vice President and Chief Operating Officer. In April 2017, the Board of Directors promoted Mr. Wilton to President of Heritage Bank of Commerce.
Item 9.01 Financial Statements and Exhibits
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99.1 |
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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.
Date: January 24, 2019
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Heritage Commerce Corp |
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By: |
/s/ Lawrence D. McGovern |
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Name: Lawrence D. McGovern |
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Executive Vice President and Chief Financial Officer |
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Heritage Commerce Corp Announces CEO Succession Strategy
SAN JOSE, CA — January 24, 2019 — Heritage Commerce Corp (Nasdaq: HTBK) , the holding company (“the Company”) for Heritage Bank of Commerce (the “Bank”), announced today that Walter Kaczmarek, President and Chief Executive Officer (“CEO”), will retire effective August 8, 2019. The Board of Directors has named Keith A. Wilton, the current President of the Bank and Chief Operating Officer of the Company, to succeed him as President and Chief Executive Officer of both the Company and the Bank. Mr. Kaczmarek has held the title of President and CEO of the Company since 2005 and will remain on the Board of Directors after his retirement.
Mr. Wilton, who will join the Board of Directors effective February 1, 2019, joined the Company in 2014 as Executive Vice President and Chief Operating Officer. In 2017, as part of the planned succession strategy, he became President of the Bank and Chief Operating Officer of the Company. “Keith’s extensive experience in banking and innovative solutions have helped grow the Bank to over $3 billion in assets and to 14 branch offices around the Bay Area. He is very deserving of this opportunity,” stated Mr. Kaczmarek.
Over the past 5 years, Mr. Wilton’s strategic contributions have helped the Company to grow in both regional footprint as well as customer product offerings and services. During that time he was principally responsible for all lending and deposit departments of the Company, including its factoring subsidiary Bay View Funding, as well as branch operations and cash management.
“Taking a methodical and thoughtful approach to this transition was important to us,” stated Jack Conner, Chairman of the Board. “We wanted to ensure that our customers, shareholders, and employees feel confident with the planned transition in leadership. We have been very fortunate to have been led by Walt and the team he has built these past 14 years. We firmly believe that Keith and the team will continue with the same dedication and enthusiasm after the transition.”
Heritage Commerce Corp , a bank holding company established in February 1998, is the parent company of Heritage Bank of Commerce, established in 1994 and headquartered in San Jose, California with full service branches in Danville, Fremont, Gilroy, Hollister, Livermore, Los Altos, Los Gatos, Morgan Hill, Pleasanton, Redwood City, San Jose, San Mateo, Sunnyvale, and Walnut Creek. Heritage Bank of Commerce is an SBA Preferred Lender. Bay View Funding, a subsidiary of Heritage Bank of Commerce, is based in Santa Clara and provides business essential working capital factoring financing to various industries throughout the United States. For more information, please visit www.heritagecommercecorp.com.
Contact:
Debbie Reuter
Executive Vice President, Corporate Secretary
408.494.4542
Debbie.Reuter@herbank.com