California BanCorp filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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
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with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
California BanCorp (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on May 27, 2026. At the Annual Meeting, the Company’s shareholders approved the California BanCorp 2026 Omnibus Equity Incentive Plan (the “2026 Omnibus Equity Incentive Plan”). The material terms of the 2026 Omnibus Equity Incentive Plan are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.
The form of restricted stock unit agreement and form of stock option agreement for use with the 2026 Omnibus Equity Incentive Plan set forth the standard terms and conditions that apply to grants of these types of awards pursuant to the 2026 Omnibus Equity Incentive Plan, although awards may be granted under the 2026 Omnibus Equity Incentive Plan that deviate from these standard terms and conditions.
The foregoing descriptions of the 2026 Omnibus Equity Incentive Plan and the forms of award agreements thereunder are qualified in their entirety by reference to the full text of the 2026 Omnibus Equity Incentive Plan and the forms of award agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
As of the close of business on April 2, 2026, the record date for the Annual Meeting, there were a total of 32,152,298 shares of the Company’s common stock issued and outstanding. Present at the Annual Meeting, either in person or by proxy, were holders of 26,794,968 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares. The voting results of the Annual Meeting are set forth below.
Proposal I—Election of ten 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 (ten (10)). Accordingly, the following ten (10) director nominees were elected, each for a term of one year and until their successors are elected and have qualified:
| For | Withheld | Broker Non-Votes | ||||
| Andrew J. Armanino, Jr. | 23,531,127 | 436,862 | 2,826,979 | |||
| Stephen A. Cortese | 23,470,524 | 497,465 | 2,826,979 | |||
| Kevin J. Cullen | 22,431,202 | 1,536,787 | 2,826,979 | |||
| Frank D. Di Tomaso | 23,447,519 | 520,470 | 2,826,979 | |||
| Rochelle G. Klein | 23,553,744 | 414,245 | 2,826,979 | |||
| Dr. Lester Machado | 23,471,094 | 496,895 | 2,826,979 | |||
| Frank L. Muller | 23,704,072 | 263,917 | 2,826,979 | |||
| David I. Rainer | 23,663,867 | 304,122 | 2,826,979 | |||
| David Volk | 23,510,270 | 457,719 | 2,826,979 | |||
| Anne Williams | 23,668,995 | 298,994 | 2,826,979 |
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, 2026:
The vote required to approve this proposal was the affirmative vote of a majority of the shares represented and voting at the Annual Meeting, with affirmative votes constituting at least a majority of the required quorum. Accordingly, this proposal was approved with the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 26,793,325 | 440 | 1,203 | 0 |
Proposal III—Approval of the California BanCorp 2026 Omnibus Equity Incentive Plan:
The vote required to approve this proposal was the affirmative vote of a majority of the shares represented and voting at the Annual Meeting, with affirmative votes constituting at least a majority of the required quorum. Accordingly, this proposal was approved with the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 19,902,405 | 4,043,390 | 22,194 | 2,826,979 |
| Item 8.01 | Other Events |
On May 27, 2026, the Board of Directors of the Company approved the Company’s quarterly cash dividend of $0.10 per share on its common stock. This dividend will be payable on July 15, 2026, to holders of its common stock of record as of the close of business on June 23, 2026.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 10.1 | California BanCorp 2026 Omnibus Equity Incentive Plan. | |
| 10.2 | California BanCorp Form of Restricted Stock Unit Agreement for 2026 Omnibus Equity Incentive Plan. | |
| 10.3 | California BanCorp Form of Stock Option Agreement for 2026 Omnibus Equity Incentive Plan. | |
| 99.1 | Press Release dated May 28, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 28, 2026 | By: | /s/ David I. Rainer |
| David I. Rainer | ||
| Chairman and Chief Executive Officer | ||