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 28, 2009

 

HERITAGE COMMERCE CORP

(Exact name of registrant as specified in its charter)

 

 

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))

 

 

 

Item 5.02               Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 28, 2009, the shareholders at the Annual Meeting of Heritage Commerce Corp (“Company”) approved the Company’s Amended and Restated 2004 Equity Plan.  A copy of the plan is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

Also at the Annual Meeting the following directors were elected for one year terms that expire at the 2010 Annual Meeting: Frank G. Bisceglia, James R. Blair, Jack W. Conner, Celeste V. Ford, John J. Hounslow, Walter T. Kaczmarek, Mark E. Lefanowicz, Robert T. Moles, Humphrey P. Polanen, Charles J. Toeniskoetter and Ranson W. Webster.

 

Item 8.01               Other Events

 

At the Annual Meeting of Shareholders, the shareholders approved an advisory proposal approving the Company’s executive compensation and ratified the selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2009.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

 

Exhibit 99.1

Amended and Restated 2004 Equity Plan.

 

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.

 

	HERITAGE COMMERCE CORP
DATED: June 2, 2009	By:	/s/ Lawrence D. McGovern
		Lawrence D. McGovern
		Executive Vice President and
		Chief Financial Officer

 

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Exhibit Index

 

Exhibit		Description
99.1		Amended and Restated 2004 Equity Plan

 

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