Bank of Marin Bancorp
04/30/2024 | Press release | Distributed by Public on 04/30/2024 04:08
Material Agreement - Form 8-K
Item 1.01 Entry into a Material Definitive Agreement
Bank of Marin Bancorp (Nasdaq: BMRC) (the "Company") announced that on April 26, 2024, that the Company and Shawn Devlin and Riley Gardner (Devlin and Gardner collectively, the "Kelly Trust Parties") have amended that certain previously disclosed agreement dated May 10, 2021 (the "Agreement"), previously amended by Amendment Number One dated March 31, 2022 and Amendment Number Two dated April 25, 2023 (collectively, the "Amended Agreement"). Under the Amendment Number Three (the "Amendment"), among other things, Sanjiv Sanghvi was confirmed as the continuing Kelly Trust Nominee (including as one of the Board's nominees for the 2024 Annual Meeting of Shareholders), appointed to the Bank of Marin Board of Directors and seated on the Bank of Marin Asset/Liability Management Committee, and the "Restricted Period" was extended by approximately one year. The other terms and conditions of the Agreement generally were continued. The summary description of the Amendment in this paragraph is qualified in its entirety by reference to the full terms of the Amendment attached to this Report as Exhibit 10.1.
Important Additional Information And Where To Find It
The Company, its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the matters to be considered at the Company's upcoming 2024 Annual Meeting of Shareholders. Information regarding the names of the Company's directors and executive officers and their respective interests in the Company by security holdings or otherwise can be found in the Company's proxy statement for its 2024 Annual Meeting of Shareholders. The proxy statement and all other documents filed with the SEC by the Company are available free of charge at the SEC's website at www.sec.gov. On April 9, 2024, the Company filed a definitive proxy statement and proxy card with the SEC in connection with the solicitation of proxies from the Company's shareholders for matters to be considered at the Company's 2024 Annual Meeting of Shareholders. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the Company's definitive proxy statement for its 2024 Annual Meeting, including the schedules and appendices thereto. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED BY BANK OF MARIN BANCORP WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION.Shareholders may obtain the proxy statement, any amendments or supplements to the proxy statement, the accompanying proxy card, and other documents filed by the Company with the SEC for no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of the Company's corporate website at www.bankofmarin.com, or by writing to the Company's Corporate Secretary at BANK OF MARIN BANCORP, 504 REDWOOD BLVD., SUITE 100, NOVATO, CA 94947.
Section 9 - Financial Statements and Exhibits