California BanCorp (NASDAQ: BCAL) shareholders back equity plan and cash dividend
Rhea-AI Filing Summary
California BanCorp reported results from its 2026 Annual Meeting and a new shareholder payout. Shareholders elected ten directors, ratified RSM US LLP as independent auditor, and approved the California BanCorp 2026 Omnibus Equity Incentive Plan. The company also declared a regular quarterly cash dividend of $0.10 per share, payable on July 15, 2026 to shareholders of record as of June 23, 2026. A quorum was reached with 26,794,968 of 32,152,298 common shares outstanding represented at the meeting.
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8-K Event Classification
Key Figures
Key Terms
2026 Omnibus Equity Incentive Plan financial
independent registered public accounting firm financial
broker non-votes financial
record date financial
quorum financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
CALIFORNIA BANCORP
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
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 |
California BanCorp (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on May 27, 2026. At the Annual Meeting, the Company’s shareholders approved the California BanCorp 2026 Omnibus Equity Incentive Plan (the “2026 Omnibus Equity Incentive Plan”). The material terms of the 2026 Omnibus Equity Incentive Plan are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.
The form of restricted stock unit agreement and form of stock option agreement for use with the 2026 Omnibus Equity Incentive Plan set forth the standard terms and conditions that apply to grants of these types of awards pursuant to the 2026 Omnibus Equity Incentive Plan, although awards may be granted under the 2026 Omnibus Equity Incentive Plan that deviate from these standard terms and conditions.
The foregoing descriptions of the 2026 Omnibus Equity Incentive Plan and the forms of award agreements thereunder are qualified in their entirety by reference to the full text of the 2026 Omnibus Equity Incentive Plan and the forms of award agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
As of the close of business on April 2, 2026, the record date for the Annual Meeting, there were a total of 32,152,298 shares of the Company’s common stock issued and outstanding. Present at the Annual Meeting, either in person or by proxy, were holders of 26,794,968 shares of the Company’s common stock, constituting a quorum of the Company’s outstanding shares. 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 (ten (10)). Accordingly, the following ten (10) director nominees were elected, each for a term of one year and until their successors are elected and have qualified:
| For | Withheld | Broker Non-Votes | ||||
| Andrew J. Armanino, Jr. | 23,531,127 | 436,862 | 2,826,979 | |||
| Stephen A. Cortese | 23,470,524 | 497,465 | 2,826,979 | |||
| Kevin J. Cullen | 22,431,202 | 1,536,787 | 2,826,979 | |||
| Frank D. Di Tomaso | 23,447,519 | 520,470 | 2,826,979 | |||
| Rochelle G. Klein | 23,553,744 | 414,245 | 2,826,979 | |||
| Dr. Lester Machado | 23,471,094 | 496,895 | 2,826,979 | |||
| Frank L. Muller | 23,704,072 | 263,917 | 2,826,979 | |||
| David I. Rainer | 23,663,867 | 304,122 | 2,826,979 | |||
| David Volk | 23,510,270 | 457,719 | 2,826,979 | |||
| Anne Williams | 23,668,995 | 298,994 | 2,826,979 |
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, 2026:
The vote required to approve this proposal was the affirmative vote of a majority of the shares represented and voting at the Annual Meeting, with affirmative votes constituting at least a majority of the required quorum. Accordingly, this proposal was approved with the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 26,793,325 | 440 | 1,203 | 0 |
Proposal III—Approval of the California BanCorp 2026 Omnibus Equity Incentive Plan:
The vote required to approve this proposal was the affirmative vote of a majority of the shares represented and voting at the Annual Meeting, with affirmative votes constituting at least a majority of the required quorum. Accordingly, this proposal was approved with the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 19,902,405 | 4,043,390 | 22,194 | 2,826,979 |
| Item 8.01 | Other Events |
On May 27, 2026, the Board of Directors of the Company approved the Company’s quarterly cash dividend of $0.10 per share on its common stock. This dividend will be payable on July 15, 2026, to holders of its common stock of record as of the close of business on June 23, 2026.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 10.1 | California BanCorp 2026 Omnibus Equity Incentive Plan. | |
| 10.2 | California BanCorp Form of Restricted Stock Unit Agreement for 2026 Omnibus Equity Incentive Plan. | |
| 10.3 | California BanCorp Form of Stock Option Agreement for 2026 Omnibus Equity Incentive Plan. | |
| 99.1 | Press Release dated May 28, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| CALIFORNIA BANCORP | ||
| Date: May 28, 2026 | By: | /s/ David I. Rainer |
| David I. Rainer | ||
| Chairman and Chief Executive Officer | ||
Exhibit 99.1
CALIFORNIA BANCORP DECLARES CASH DIVIDEND
San Diego, Calif., May 28, 2026 – California Bancorp (Nasdaq: BCAL), the holding company for California Bank of Commerce, N.A., announces that its Board of Directors has declared a regular quarterly cash dividend of $0.10 per share to holders of its common stock. The dividend is expected to be paid on July 15, 2026, to shareholders of record at the close of the business day on June 23, 2026.
ABOUT CALIFORNIA BANCORP
California BanCorp (NASDAQ: BCAL) is a registered bank holding company headquartered in San Diego, California. California Bank of Commerce, N.A., a national banking association chartered under the laws of the United States (the “Bank”) and regulated by the Office of Comptroller of the Currency, is a wholly owned subsidiary of California BanCorp. Established in 2001 and headquartered in Del Mar, California, the Bank offers a range of financial products and services to individuals, professionals, and small to medium-sized businesses through its 14 branch offices including 11 commercial banking offices serving California. The Bank’s solutions-driven, relationship-based approach to banking provides accessibility to decision makers and enhances value through strong partnerships with its clients. Additional information is available at www.bankcbc.com.
INVESTOR RELATIONS CONTACT
Kevin Mc Cabe
California Bank of Commerce
kmccabe@bankcbc.com
818.637.7065
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