false Southern California Bancorp CA 0001795815 0001795815 2024-06-04 2024-06-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 4, 2024

 

 

SOUTHERN CALIFORNIA BANCORP

(Exact name of registrant as specified in its charter)

 

 

California   001-41684   84-3288397

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

12265 El Camino Real, Suite 210    
San Diego, California   92130
(Address of principal executive offices)   (Zip Code)

 

(844) 265-7622

(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   BCAL   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

 

On June 4, 2024, Southern California Bancorp (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The voting results of the Annual Meeting are set forth below.

 

Proposal I Election of ten directors:

 

The Company’s directors are elected based on the candidates receiving the highest number of votes of the shares entitled to vote in the election, up to the number of directors to be elected (nine). Accordingly, the following nine director nominees were elected, each for a term of one year:

 

    For   Withheld   Broker Non-Votes
Frank D. Di Tomaso   14,595,019   3,656   1,390,530
Irwin Golds   14,595,516   3,159   1,390,530
Lester Machado   14,580,737   17,938   1,390,530
Richard Martin   14,595,607   3,068   1,390,530
David I. Rainer   14,594,798   3,877   1,390,530
Kaveh Varjavand   14,595,602   3,073   1,390,530
David Volk   14,576,102   22,573   1,390,530
Anne Williams   14,594,734   3,941   1,390,530
Anita Wolman   14,578,817   19,858   1,390,530

 

Proposal II Ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:

 

The vote required to approve this proposal was the affirmative vote of a majority of the shares represented at the Annual Meeting. Accordingly, this proposal was approved with the following vote:

 

For   Against   Abstain   Broker Non Votes
15,989,195   10   0   0

 

 
 

 

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.

 

  SOUTHERN CALIFORNIA BANCORP
     
Date: June 5, 2024 By: /s/ MANISHA K. MERCHANT
    Manisha K. Merchant
   

Executive Vice President, General Counsel and

Corporate Secretary

 

 

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Cover
Jun. 04, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 04, 2024
Entity File Number 001-41684
Entity Registrant Name Southern California Bancorp CA
Entity Central Index Key 0001795815
Entity Tax Identification Number 84-3288397
Entity Incorporation, State or Country Code CA
Entity Address, Address Line One 12265 El Camino Real
Entity Address, Address Line Two Suite 210
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92130
City Area Code (844)
Local Phone Number 265-7622
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol BCAL
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period true
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