8-K

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): June 24, 2021

OP BANCORP

(Exact name of registrant as specified in its charter)

California	001-38437	81-3114676
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1000 Wilshire Blvd., Suite 500, Los Angeles, CA	90017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (213) 892-9999

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	OPBK	NASDAQ Global Market

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

On June 24, 2021, OP Bancorp (the "Company”) and its wholly-owned subsidiary, Open Bank (the “Bank”), entered into an addendum to Employment Agreement (the “Addendum”) with Min J. Kim, President and Chief Executive Officer of the Company and Bank (the “Executive”), which amends the Employment Agreement dated November 1, 2017 (the “Employment Agreement”). The Employment Agreement was amended to (a) extend the term of the Employee Agreement to December 31, 2024, (b) provide for the Executive to be granted 64,219 of restricted stock units as of June 24, 2021 under the Company’s 2021 Equity Incentive Plan (“2021 Equity Plan”), and (c) remove the monthly automobile allowance as it was rolled into the Executive’s base salary effective April 1, 2019.  All other aspects of the Executive’s Employment Agreement remain in full force and effect. The foregoing description of the Executive’s Employment Agreement is a summary and qualified in its entirety by reference to the full text of the Addendum, which is attached to this report as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

On June 24, 2021, the Company held its 2021 annual meeting of shareholders; 12,461,282 shares were represented by valid proxies or voted at the meeting, or 82.83% of the total shares outstanding. At the meeting, shareholders elected all of the eight director nominees named in the 2021 Proxy Statement for a one-year term until 2022 annual meeting of stockholders and to serve until his or her successor is elected and qualified; approved the 2021 Equity Plan; and ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2021. Final voting results from the meeting are as follows:

Proposal 1 - Election of Directors

Nominee	Votes Cast For		Votes Withheld		Broker Non-Votes
Brian Choi		11,267,150		204,622		989,510
Ernest E. Dow		11,394,720		77,052		989,510
Jason Hwang		11,394,043		77,729		989,510
Soo Hun Jung		11,393,790		77,982		989,510
Min J. Kim		11,400,271		71,501		989,510
Ock Hee Kim		11,404,537		67,235		989,510
Myung Ja Park		11,398,783		72,989		989,510
Yong Sin Shin		11,400,291		71,481		989,510

Proposal 2 - Approval of the 2021 Equity Incentive Plan

For		Against		Abstain		Broker Non-Votes
	9,026,807		2,401,719		43,246		989,510

Proposal 3 - Ratification of Independent Registered Public Accounting Firm

For		Against		Abstain
	12,435,921		24,361		1,000

Item 9.01. Financial Statements and Exhibits

(D)    Exhibits.

10.1	Addendum to Employee Agreement between OP Bancorp, Open bank, and Min J. Kim, dated June 24, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

	OP Bancorp
Dated: June 25, 2021	By:	/s/ Christine Oh
		Christine Oh
		Executive Vice President and
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

ADDENDUM TO EMPLOYMENT AGREEMENT

This Addendum to Employment Agreement (the "Addendum") is made this 24th day of June 2021, between OP BANCORP, a California bank holding company (the "Company”), OPEN BANK, a California banking corporation (the “Bank”), and Min J. Kim, (the "Executive").

WHEREAS: The Company and Executive previously entered into an Employment Agreement dated November 1, 2017 (the “Employment Agreement”).

WHEREAS: The Company wishes to amend the Employment Agreement as follows:

1. Paragraph 2. TERM. The Company hereby agrees to continue to employ Executive as an at-will employee and Executive hereby accepts continued employment with the Company for the period commencing with the Effective Date and terminating on December 31, 2024, unless either party gives the other written notice not less than forty-five (45) days before the termination date; subject, however, to prior termination of this Agreement and Executive’s employment as hereinafter provided.

2. Paragraph 3.3 EQUITY AWARDS.  The Executive shall be entitled to equity awards as determined by the Board and in accordance with the Company’s 2021 Equity Incentive Plan.  With the term extension, she will be entitled to receive a grant of restricted stock units of the Company’s common stock equaling 125% of the Executive’s base salary as of the date of the addendum, vesting equally over 3 years.

3. Paragraph 3.4 AUTOMOBILE ALLOWANCE.  The Executive’s automobile allowance was rolled into her base salary as of April 1, 2019 and therefore no additional automobile allowance will be paid as of the roll-in date and throughout the extended contract term.  

The remainder of the Employment Agreement remains unchanged and is in effect in full.

WHEREAS: The Company wishes to memorialize the amendment to the Employment Agreement.

IN WITNESS WHEREOF, this Amendment to the Employment Agreement has been executed and delivered by a duly authorized officer of the Company and by the Executive on the date of signature.

June 24, 2021	/s/ BRIAN CHOI
Date	OP Bancorp/Open Bank Chairman of the Board Brian Choi

June 24, 2021	/s/ MIN J. KIM
Date	OP Bancorp/Open Bank President & CEO Min J. Kim

XML

Document and Entity Information	Jun. 24, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 24, 2021
Entity Registrant Name	OP BANCORP
Entity Central Index Key	0001722010
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity File Number	001-38437
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	81-3114676
Entity Address, Address Line One	1000 Wilshire Blvd
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90017
City Area Code	213
Local Phone Number	892-9999
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	OPBK
Security Exchange Name	NASDAQ