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):  April 4, 2016

 

HERITAGE COMMERCE CORP

(Exact name of registrant as specified in its charter)

 

California

 

000-23877

 

77-0469558

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

150 Almaden Boulevard, San Jose, CA

 

95113

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (408) 947-6900

 

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 (See General Instruction A.2. below):

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 3.03                                           Material Modification to Rights of Security Holders

 

Number of Authorized Directors

 

The Company’s bylaws set the number of directors of the Company at not less than 9 and not more than 15 with the exact number to be set, from time to time, by resolution of the Board of Directors. At its April 4, 2016 meeting, the Company’s Board of Directors reduced the number of directors from 12 to 11 effective as of the date of and prior to the 2016 Annual Shareholders Meeting.

 

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 thereunto duly authorized.

 

 

HERITAGE COMMERCE CORP

 

 

 

 

 

DATED: April 5, 2016

By:

/s/ Lawrence McGovern

 

 

Lawrence McGovern

 

 

Executive Vice President and

 

 

   Chief Financial Officer

 

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