[8-K] BayCom Corp Reports Material Event

Rhea-AI Filing Summary

BayCom Corp (NASDAQ: BCML) filed a Form 8-K to disclose the final voting results from its 2025 Annual Meeting of Shareholders held on 17 June 2025.

• Election of directors (Proposal I): All nine nominees—Bhupen B. Amin, Harpreet S. Chaudhary, Keary L. Colwell, George J. Guarini, Dennis H. Guida Jr., Lloyd W. Kendall Jr., Janet L. King, Robert G. Laverne MD and Syvia L. Magid—were elected for one-year terms ending in 2026. Support ranged from 96.2 % to 99.5 % of votes cast, with approximately 624 k broker non-votes recorded for each nominee.
• Say-on-Pay (Proposal II): Executive compensation received 6.27 m ‘For’ votes (93.7 %), 233.6 k ‘Against’ (3.5 %), and 69.8 k abstentions. The measure passed comfortably.
• Auditor ratification (Proposal III): Shareholders ratified the appointment of Moss Adams LLP (succeeded by Baker Tilly US, LLP effective 3 June 2025) as independent registered public accounting firm for fiscal 2025, with 7.15 m ‘For’ votes (98.8 %).

No other matters were brought before the meeting. The results indicate broad shareholder support for the board slate, pay practices and auditor selection, with no contentious items or close votes reported.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting votes all passed with high margins; governance status-quo maintained.

The 2025 shareholder meeting produced overwhelmingly favourable outcomes for management. Each director received at least 96 % of votes cast, signalling limited shareholder dissent. The advisory Say-on-Pay resolution passed near 94 %, above the 70 % threshold proxy advisors view as acceptable, reducing risk of future compensation scrutiny. Auditor approval—particularly after Moss Adams’ merger into Baker Tilly—garnered 99 % support, mitigating any transition concerns. From a governance perspective there are no red flags, activist entry points or material policy shifts. However, these items are customary and do not alter the investment thesis.

Portfolio Manager

TL;DR: Results are shareholder-friendly but immaterial to valuation; stock impact likely negligible.

High approval percentages reflect investor confidence in existing leadership and strategy, but the Form 8-K contains no financial or strategic revelations—there is no guidance, capital action, or M&A disclosure. Consequently the probability of immediate price movement is low. Continued support for executive pay may reduce overhang risk related to governance activism, yet does not change cash-flow expectations or cost of capital. I classify the filing as neutral for portfolio positioning.

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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

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Date of Report (Date of earliest event reported)    June 17, 2025        

BAYCOM CORP

(Exact name of registrant as specified in its charter)

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California		001-38483		37-1849111
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

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500 Ygnacio Valley Road, Suite 200, Walnut Creek, CA		94596
(Address of principal executive offices)		(Zip Code)

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Registrant's telephone number, including area code: (925) 476-1800

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Not Applicable

(Former name or former address, if changed since last report)

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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, no par value per share	BCML	The NASDAQ Stock Market LLC

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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. ◻

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Item 5.07.  Submission of Matters to a Vote of Security Holders.

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BayCom Corp (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on June 17, 2025. Holders of record of the Company’s common stock at the close of business on April 21, 2025, were entitled to vote at the Annual Meeting. The final voting results of each proposal are set forth below.

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Proposal I – Election of Directors

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The Company’s shareholders approved the election of Bhupen B. Amin, Harpreet S. Chaudhary, Keary L. Colwell, George J. Guarini, Dennis H. Guida, Jr., Lloyd W. Kendall, Jr., Janet L. King, Robert G. Laverne, MD and Syvia L. Magid as directors of the Company, each for a one year term to expire in the year 2026.

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​	For	Withheld	Broker Non-Vote
Bhupen B. Amin	6,541,236	30,218	623,759
Harpreet S. Chaudhary	6,495,873	75,581	623,759
Keary L. Colwell	6,317,916	253,537	623,760
George J. Guarini	6,542,188	29,266	623,759
Dennis H. Guida, Jr.	6,517,409	54,045	623,759
Lloyd W. Kendall, Jr.	6,448,892	122,562	623,759
Janet L. King	6,514,336	57,117	623,760
Robert G. Laverne, MD	6,480,456	90,997	623,760
Syvia L. Magid	6,525,987	45,467	623,759

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Proposal II – Advisory (non-binding) vote on executive compensation

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The Company’s shareholders approved the advisory (non-binding) vote on executive compensation.

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​	Number of Votes
For	6,268,041
Against	233,606
Abstain	69,807
Broker Non-Vote	623,759

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Proposal III – Ratification of Independent Registered Public Accounting Firm

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The Company’s shareholders approved the ratification of the appointment of Moss Adams LLP, which merged with, and was succeeded by, Baker Tilly US, LLP effective June 3, 2025, as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

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​	Number of Votes
For	7,152,062
Against	42,164
Abstain	987

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SIGNATURES

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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.

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​		BAYCOM CORP
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Date:	June 20, 2025	By:	/s/Keary L. Colwell
​	​	​	Keary L. Colwell, Senior Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

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FAQ

What were the results of BayCom Corp's 2025 director elections (BCML)?

All nine nominees were elected with at least 96 % support; broker non-votes totalled about 624 k for each candidate.

How did shareholders vote on BayCom Corp's executive compensation in 2025?

The Say-on-Pay resolution passed with 93.7 % ‘For’ votes (6.27 m), 3.5 % ‘Against’, and 1 % abstentions.

Which audit firm was ratified for BayCom Corp's 2025 fiscal year?

Shareholders ratified Moss Adams LLP, now Baker Tilly US, LLP, with 7.15 m ‘For’ votes (98.8 %).

Were any proposals rejected at BayCom Corp's 2025 Annual Meeting?

No. All three proposals—director elections, Say-on-Pay, and auditor ratification—were approved by large margins.

Does the 8-K reveal any financial performance or guidance for BCML?

No. The filing only reports voting results and contains no earnings, guidance or strategic transaction information.