8-K

CALIFORNIA BANCORP

Date: May 24, 2022

/s/ THOMAS A. SA

Thomas A. Sa

President, Chief Financial Officer and Chief Operating Officer

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 19, 2022

CALIFORNIA BANCORP

(Exact name of registrant as specified in its charter)

California

001-39242

82-1751097

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)


1300 Clay Street, Suite 500
Oakland, California		94612
(Address of Principal Executive Offices)		(Zip Code)

(510) 457-3737

(Registrant’s Telephone Number, Including Area Code)

N/A

(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

CALB

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 5.07

Submission of Matters to a Vote of Security Holders.

California BanCorp (the “Company”) held its annual meeting of shareholders on May 19, 2022 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the proposals listed below, each of which was described in the Company’s proxy statement for the Annual Meeting. There were 8,270,901 shares of the Company’s common stock entitled to vote at the Annual Meeting. Shareholders holding 6,749,042 shares were present at the Annual Meeting in person or presented by proxy.

Proposal 1 — Election of Directors

The shareholders elected the eleven nominees named in the Company’s proxy statement for the Annual Meeting, to serve until the 2023 annual meeting of shareholders and until their successors are elected and qualified. There were no nominees other than those listed below. The voting results were as follows:


	Votes For		Votes Withheld		Broker Non-Votes
Andrew J. Armanino		5,358,648		165,138		1,222,631
Stephen A. Cortese		5,384,223		139,563		1,222,631
Kevin J. Cullen		5,376,348		147,438		1,222,631
Stephen R. Dathe		5,376,348		147,438		1,222,631
Wayne S. Doiguchi		5,295,240		228,546		1,222,631
Rochelle G. Klein		5,384,223		139,563		1,222,631
Julie J. Levenson		5,384,223		139,563		1,222,631
Frank L. Muller		5,384,223		139,563		1,222,631
Steven E. Shelton		5,384,223		139,563		1,222,631
Edmond E. Traille		5,376,348		147,438		1,222,631
Millicent C. Tracey		5,381,623		142,163		1,222,631

Proposal 2 — Ratification of the Appointment of Independent Public Accounting Firm

The shareholders voted to ratify the appointment of Crowe LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2022. The results of voting were as follows:


Votes For	Votes Against	Abstain	Non-Votes
6,719,121	25,875	4,046	—