Bank of Marin details 2026 shareholder vote results

Bank of Marin Bancorp reported the results of its Annual Meeting of Shareholders held on May 27, 2026, including director elections and key governance votes.

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Form Type

8-K

Rhea-AI Filing Summary

Bank of Marin Bancorp reported the results of its Annual Meeting of Shareholders held on May 27, 2026, including director elections and key governance votes. Shareholders elected ten directors, with individual support levels ranging from 7,509,925 to 10,985,406 votes in favor and significant broker non-votes recorded.

On an advisory basis, shareholders approved executive compensation for Named Executive Officers with 10,370,963 votes for, 339,574 against and 479,866 abstentions, alongside 1,932,287 broker non-votes. They also strongly ratified Baker Tilly US as independent auditor for 2026, with 12,980,394 votes for, 80,959 against and 61,336 abstentions.

Effective the same date, the board confirmed committee memberships. Joel Sklar chairs the Compensation Committee, Nicolas C. Anderson chairs the Audit Committee, and Secil T. Watson chairs the Nominating and Governance Committee, reflecting the board’s updated leadership structure across these key oversight bodies.

8-K Event Classification

2 items: 5.07, 8.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Annual meeting date: May 27, 2026 Directors elected: 10 directors Highest director votes for: 10,985,406 votes +4 more

7 metrics

Annual meeting date May 27, 2026 Date of Annual Meeting of Shareholders

Directors elected 10 directors Number of Board members elected at 2026 annual meeting

Highest director votes for 10,985,406 votes Votes for Joel Sklar, MD in director election

Lowest director votes for 7,509,925 votes Votes for Russell A. Colombo in director election

Say-on-pay votes for 10,370,963 votes Advisory approval of executive compensation

Auditor ratification votes for 12,980,394 votes Ratification of Baker Tilly US for 2026 audit

Auditor ratification votes against 80,959 votes Votes against Baker Tilly US as 2026 auditor

Key Terms

Annual Meeting of Shareholders, broker non-votes, executive compensation, independent auditor, +1 more

5 terms

Annual Meeting of Shareholders financial

"At the Annual Meeting of Shareholders held on May 27, 2026, the following matters"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"with the indicated number of abstentions and broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

executive compensation financial

"To vote, on an advisory basis, to approve executive compensation for Named Executive Officers"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

independent auditor financial

"To ratify the selection of Baker Tilly US, independent auditor, to perform audit services"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

Nominating and Governance Committee financial

"Nominating and Governance Committee Secil T. Watson (Chair) Nicolas C. Anderson"

A nominating and governance committee is a group of board members tasked with choosing and evaluating directors, planning leadership succession, and setting the company’s board-related rules and ethical standards. Think of it as the company’s hiring and rule-making panel for its top overseers. Its work matters to investors because it shapes who governs the company, how leadership transitions are handled, and whether the board can effectively oversee management and protect shareholder interests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Bank of Marin (BMRC) shareholders decide at the 2026 annual meeting?

Shareholders elected ten directors, approved executive compensation on an advisory basis, and ratified Baker Tilly US as independent auditor for 2026. The meeting also confirmed new memberships and chairs for the Compensation, Audit, and Nominating and Governance Committees.

Were Bank of Marin (BMRC) directors re-elected with strong support?

All ten directors received more votes for than withheld. Individual support ranged from 7,509,925 for one director to 10,985,406 for another, with 1,932,287 broker non-votes recorded for each director, indicating broad shareholder backing across the slate.

How did Bank of Marin (BMRC) shareholders vote on executive compensation?

On an advisory basis, shareholders approved compensation for Named Executive Officers with 10,370,963 votes for, 339,574 against, and 479,866 abstaining, plus 1,932,287 broker non-votes. This outcome signals shareholder acceptance of the company’s current executive pay practices.

Which auditor did Bank of Marin (BMRC) shareholders ratify for 2026?

Shareholders ratified Baker Tilly US as independent auditor for 2026, with 12,980,394 votes for, 80,959 against, and 61,336 abstentions. No broker non-votes were reported on this item, showing clear shareholder authorization of the audit firm for the year.

Who chairs Bank of Marin (BMRC) board committees after the May 2026 meeting?

Following board action effective May 27, 2026, Joel Sklar chairs the Compensation Committee, Nicolas C. Anderson chairs the Audit Committee, and Secil T. Watson chairs the Nominating and Governance Committee, defining leadership over compensation, financial reporting oversight, and governance matters.

When and where is Bank of Marin Bancorp headquartered?

Bank of Marin Bancorp’s principal executive office is located at 504 Redwood Blvd., Suite 100, Novato, California 94947. The company lists a main telephone number of (415) 763-4520 for contact with its headquarters operations and corporate leadership team.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 05:11 PM

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 27, 2026

Bank of Marin Bancorp

(Exact name of Registrant as specified in its charter)


California	001-33572	20-8859754
(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 class	Trading Symbol	Name of each exchange on which registered
Common stock, no par value	BMRC	The 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 (§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

At the Annual Meeting of Shareholders held on May 27, 2026, 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 ten 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
	For	Withheld	Non-Vote
Nicolas C. Anderson	10,405,859	784,544	1,932,287
Russell A. Colombo	7,509,925	3,680,478	1,932,287
Charles D. Fite	10,810,421	379,982	1,932,287
Cigdem F. Gencer	10,818,514	371,888	1,932,287
James C. Hale	10,912,128	278,274	1,932,287
Kevin R. Kennedy	10,974,404	215,998	1,932,287
Timothy D. Myers	10,691,557	498,846	1,932,287
Joel Sklar, MD	10,985,406	204,997	1,932,287
Brian M. Sobel	10,859,501	330,902	1,932,287
Secil T. Watson	10,256,810	933,593	1,932,287

2. To vote, on an advisory basis, to approve executive compensation for Named Executive Officers.


For	Against	Abstain	Non-Vote

10,370,963	339,574	479,866	1,932,287

3. To ratify the selection of Baker Tilly US, independent auditor, to perform audit services for the year 2026.


For	Against	Abstain	Non-Vote

12,980,394	80,959	61,336	0

Section 8 - Other Events

Item 8.01 Other Events

Effective May 27, 2026, the Board of Directors approved the composition of certain Committees of the Board as follows:

Compensation Committee

Joel Sklar, MD (Chair)

Nicolas C. Anderson

Charles D. Fite

Cigdem F. Gencer

Kevin R. Kennedy

Audit Committee

Nicolas C. Anderson (Chair)

Cigdem F. Gencer

James C. Hale

Brian M. Sobel

Secil T. Watson

Nominating and Governance Committee

Secil T. Watson (Chair)

Nicolas C. Anderson

Charles D. Fite

James C. Hale

Joel Sklar, MD

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:

June 1, 2026

BANK OF MARIN BANCORP

By:

/s/ David Bonaccorso

David Bonaccorso

Executive Vice President

and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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