May 17 2013 Shareholder Vote Result Doc



 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 14, 2013


Bank of Marin Bancorp
(Exact name of Registrant as specified in its charter)
 


California
001-33572
20-8859754
(State or other jurisdiction of incorporation)
(File number)
(I.R.S. Employer Identification No.)
504 Redwood Blvd., Suite 100, Novato, CA
94947
(Address of principal executive office)
(Zip Code)

Registrant's telephone number, including area code: (415) 763-4520


Not Applicable
(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is 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 (17CFR 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))







Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders
        
At the Annual Meeting of Shareholders held May 14, 2013, the following matters were submitted to a vote of security holders with the indicated number of votes being cast for, against or withheld, and with the indicated number of abstentions and broker non-votes:

1.
To re-elect eleven members of the Board of Directors to serve until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified.

 
Number of Votes
 
For

Withheld

Non-Vote

Russell A. Colombo
3,616,368

90,205

1,192,211

 
 
 
 
Thomas M. Foster
3,660,774

45,799

1,192,211

 
 
 
 
Robert Heller
3,640,641

65,932

1,192,211

 
 
 
 
Norma J. Howard
3,631,340

75,233

1,192,211

 
 
 
 
Stuart D. Lum
3,615,854

90,719

1,192,211

 
 
 
 
William H. McDevitt, Jr.
3,644,078

62,495

1,192,211

 
 
 
 
Michaela K. Rodeno
3,658,774

47,799

1,192,211

 
 
 
 
Joel Sklar, MD
3,625,227

81,346

1,192,211

 
 
 
 
Brian M. Sobel
3,645,007

61,566

1,192,211

 
 
 
 
J. Dietrich Stroeh
3,634,397

72,176

1,192,211

 
 
 
 
Jan I. Yanehiro
3,430,151

276,422

1,192,211


2.
To approve the advisory vote on executive compensation.
For

Against

Abstain

Non-Vote

 
 
 
 
3,383,516

60,202

262,854

1,192,211


3.
To ratify the selection of Moss Adams LLP, independent auditors, to perform audit services for the year 2013.
For

Against

Abstain

Non-Vote

 
 
 
 
4,837,590

32,706

28,489

—










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.

Date:
May 17, 2013
 
BANK OF MARIN BANCORP
 
 
 
By:
/s/ Russell A. Colombo
 
 
 
 
Russell A. Colombo
 
 
 
 
President &
 
 
 
 
Chief Executive Officer
 
 
 
 
(Principal Executive Officer)