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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 10, 2022

Bank of Marin Bancorp
(Exact name of Registrant as specified in its charter)
California  
 001-3357220-8859754
(State or other jurisdiction of incorporation)    (Commission File Number)(IRS Employer Identification No.)
504 Redwood Blvd., Suite 100, Novato, CA 
94947
(Address of principal executive office)(Zip Code)

Registrant’s telephone number, including area code:  (415) 763-4520

Not Applicable
(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K filing is 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 (17CFR 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 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, no par value and attached Share Purchase RightsBMRCThe Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 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.   ☐ 





Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders held on May 10, 2022, the following matters were submitted to a vote of security holders with the indicated number of votes being cast for, against or withheld, and with the indicated number of abstentions and broker non-votes:

1.To elect twelve members of the Board of Directors to serve until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified.
Number of Votes
ForWithheldNon-Vote
Nicolas C. Anderson
9,955,573232,7122,462,321
Russell A. Colombo7,265,6142,922,6712,462,321
Charles D. Fite9,821,101367,1842,462,321
James C. Hale6,439,2083,749,0772,462,321
Robert Heller7,339,6432,848,6422,462,321
Kevin R. Kennedy7,549,6752,638,6102,462,321
William H. McDevitt, Jr.5,552,4434,635,8422,462,321
Timothy D. Myers9,977,161211,1242,462,321
Sanjiv S. Sanghvi5,492,7074,695,5782,462,321
Joel Sklar, MD7,477,1082,711,1772,462,321
Brian M. Sobel6,441,1913,747,0942,462,321
Secil T. Watson6,496,8713,691,4142,462,321

2. An advisory vote to approve executive compensation for Named Executive Officers.
ForAgainstAbstainNon-Vote
8,388,8591,345,765453,6612,462,321

3. To ratify the selection of Moss Adams LLP, independent auditor, to perform audit services for the year 2022.
ForAgainstAbstainNon-Vote
12,495,462118,38336,7610





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.
Date:May 12, 2022BANK OF MARIN BANCORP
By:/s/ Tani Girton
Tani Girton
Executive Vice President
and Chief Financial Officer