0001564590-20-023638.txt : 20200508 0001564590-20-023638.hdr.sgml : 20200508 20200508170020 ACCESSION NUMBER: 0001564590-20-023638 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200508 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200508 DATE AS OF CHANGE: 20200508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COASTAL FINANCIAL CORP CENTRAL INDEX KEY: 0001437958 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: WA FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38589 FILM NUMBER: 20861483 BUSINESS ADDRESS: STREET 1: 2817 COLBY AVENUE CITY: EVERETT STATE: WA ZIP: 98201 BUSINESS PHONE: 425-257-1652 MAIL ADDRESS: STREET 1: 2817 COLBY AVENUE CITY: EVERETT STATE: WA ZIP: 98201 8-K 1 ck0001437958-8k_20200508.htm 8-K ck0001437958-8k_20200508.DOCX.htm

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 8, 2020

 

COASTAL FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Washington

001-38589

56-2392007

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

     

5415 Evergreen Way, Everett, Washington 98203

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code:  (425) 257-9000

 

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:

 

[  ]  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

Common stock, no par value per share

 

CCB

 

The Nasdaq Stock Market LLC

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  

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.  

 

 

 

 

 

 

 

 

 

 


 

Item 8.01

Other Events

 

On May 8, 2020, Coastal Financial Corporation (the “Company”) issued a press release (“Press Release”) announcing that, due to the public health impact of the novel coronavirus (COVID-19) outbreak, its 2020 Annual Meeting of Shareholders (the “Annual Meeting”), to be held on Monday, May 18, 2020, at 6:00 p.m., Pacific Time, has been changed to a call-in only meeting. The Press Release provides additional information regarding how shareholders of the Company’s common stock as of the record date for the Annual Meeting may attend and participate at the meeting. Shareholders will not be able to attend the Annual Meeting in person.

 

A copy of the Company’s Press Release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01   Financial Statements and Exhibits

 

(d) Exhibits

 

NumberDescription

 

99.1Press Release, dated May 8, 2020

 

 

  


 


 

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.

 

 

 

 

COASTAL FINANCIAL CORPORATION

 

 

 

 

Date: May 8, 2020

 

By:

/s/ Joel G. Edwards

 

 

 

Joel G. Edwards

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

 

EX-99.1 2 ck0001437958-ex991_6.htm EX-99.1 ck0001437958-ex991_6.htm

Exhibit 99.1

 

 

COASTAL FINANCIAL CORPORATION ANNOUNCES 2020 Annual Meeting of Shareholders Will be Held Solely by Means of Remote Communication

Company Release: May 8, 2020

Everett, WA – Coastal Financial Corporation (Nasdaq: CCB) (the “Company”), the holding company for Coastal Community Bank, today announced that due to the public health impact of the COVID-19 (novel coronavirus) outbreak and recent extension of the novel coronavirus stay-at-home order issued by the Washington State Governor to at least May 31, 2020, and to support the health, safety and well-being of its shareholders, employees and other stakeholders, the location of the Company’s 2020 Annual Meeting of Shareholders (“Annual Meeting”) has been changed and will now be held by means of a call-in format only. The date and time of the Annual Meeting, Monday, May 18, 2020 at 6:00 p.m. Pacific Time, as disclosed in the Company’s proxy materials for the Annual Meeting, has not changed. In light of the change to a call-in meeting format, shareholders will not be able to attend the Annual Meeting physically in person.

Only items of business as described in the proxy statement will be conducted at the Annual Meeting, there will not be a presentation by the Company. Shareholders as of close of business on March 16, 2020 (the “Record Date”) or beneficial owners as of the Record Date will be able to attend and participate in the Annual Meeting by registering in advance and by following the instructions below.

Attending the Annual Meeting as a Shareholder of Record:

If you were a holder of record of common stock of the Company at the close of business on the Record Date (i.e., you held your shares in your own name as reflected in the Company records at Transfer Online, the Company’s transfer agent), you must register in advance to call-in and attend the meeting. To register for the Annual Meeting, email shareholders@coastalbank.com or, if email is not available, you may call 425-349-9030 with the control number found on your proxy card or voting instruction card you previously received and a valid phone number that you will use to call-in to the Annual Meeting. You will then receive a confirmation of your registration, with instructions on how to attend the audio call for the Annual Meeting. Registration for the Annual Meeting is now open and closes at 5:00 p.m. Pacific Time on May 18, 2020.  We urge you to register early to avoid any last-minute rush or complications. You are encouraged to join the audio call 15 minutes before the start of the Annual Meeting to allow time to call-in and test your device’s audio capabilities.

Registering to Attend the Annual Meeting as a Beneficial Owner:

If you were a beneficial holder of common stock of the Company as of the Record Date (i.e., you hold your shares in “street name” through an intermediary, such as a broker, bank or other nominee), you must register in advance to call-in and attend the Annual Meeting. To register, you must obtain and provide proof of ownership, such as a recent brokerage statement or letter from a bank, broker or other nominee, with your name and email address (the “proof of ownership”), and a valid phone number that you will use to call-in to the Annual Meeting, and forward the proof of ownership to shareholders@coastalbank.com or, if email is not available, you may call 425-349-9030 to make alternate arrangements. Requests for registration must be labeled as “Proof of Ownership” and be received no later than 3:00 p.m. Pacific Time on May 18, 2020. You will then receive a confirmation of your registration, with instructions on how to attend the audio call for the Annual Meeting. Registration for the Annual Meeting is now open and closes at 5:00 p.m. Pacific Time on May 18, 2020. We urge you to register early to avoid any last-minute rush or complications. You are encouraged to join the audio call 15 minutes before the start of the Annual Meeting to allow time to call-in and test your device’s audio capabilities.

Voting Shares:

 


Shareholders of record (shareholders that hold shares in their own name as reflected in the Company records at Transfer Online, the Company’s transfer agent), will be given instructions on how to vote their shares electronically during the Annual Meeting when you email shareholders@coastalbank.com or call 425-349-9030 to register to attend the Annual Meeting. However, beneficial owners should vote using the voting instruction form and within the timeframe outlined on the information received from their broker, bank or other nominee, which is consistent with prior years’ practice.

Submitting Questions:

So as to permit the orderly conduct of its business, questions pertinent to the business of the Annual Meeting may be submitted by shareholders of record in advance of the Annual Meeting.  Questions can be submitted by emailing shareholders@coastalbank.com or calling 425-349-9030.  As a beneficial owner, instructions on how to submit pertinent questions will be provided when you submit your proof of ownership when you register to attend the Annual Meeting. Questions must be submitted no later than 5:00 p.m. Pacific Time on May 18, 2020. Questions pertinent to the business of the Annual Meeting will be read aloud and answered during the Annual Meeting, subject to time constraints.

For additional information regarding the Annual Meeting, please refer to the Company’s supplemental proxy materials filed with the Securities and Exchange Commission on May 8, 2020 and available on the “News - Documents” section of the Company’s Investor Relations website at http://ir.coastalbank.com/Docs. We urge shareholders to read the supplemental proxy materials in their entirety.

Your vote is important. Whether or not you plan to call-in to attend the Annual Meeting, please vote as soon as possible by one of the methods described in the proxy materials for the Annual Meeting to ensure that your shares are represented and voted at the Annual Meeting. All shareholders can vote their shares prior to the Annual Meeting until 11:59 p.m. Eastern Time on May 17, 2020 at www.proxyvote.com or by telephone. The proxy card included with the proxy materials previously distributed will not be updated to reflect the change in format and may continue to be used to vote your shares in connection with the Annual Meeting.

 

About Coastal Financial

Coastal Financial Corporation (Nasdaq: CCB) (the “Company”), is an Everett, Washington based bank holding company with Coastal Community Bank (the “Bank”), a full-service commercial bank, as its sole wholly-owned banking subsidiary.  The $1 billion community bank that the Bank operates provides service through 14 branches in Snohomish, Island, and King Counties, the Internet and its mobile banking application.  The Bank will be opening its 15th branch in Arlington, Washington in second quarter 2020.  The Bank provides select partners with BaaS through its CCBX Division. To learn more about Coastal visit www.coastalbank.com.

Contact

Eric Sprink, President & Chief Executive Officer, (425) 357-3659

Joel Edwards, Executive Vice President & Chief Financial Officer, (425) 357-3687

 

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