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):
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) |
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
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| None | N/A | N/A |
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. |
On July 25, 2022, BankGuam Holding Company (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date for the Annual Meeting, there were 9,745,309 shares entitled to vote on all matters presented to the Company’s stockholders at the Annual Meeting. Votes representing approximately 68.38% of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. The following are the voting results of each matter submitted to the Company’s stockholders at the Annual Meeting. The following matters were considered and voted upon, with all nominated directors being elected and all other proposals being approved.
Proposal No. 1: Election of Directors
The stockholders elected each of the four (4) following Class II Directors to hold office for a term of three years:
| Director |
Shares For | Shares Withheld |
Broker Non- Votes | |||
| Patricia P. Ada |
6,604,764 | 5,238 | 53,622 | |||
| Frances L.G. Borja |
6,581,340 | 28,662 | 53,622 | |||
| Mark J. Sablan |
6,604,028 | 5,974 | 53,622 | |||
| Roger P. Crouthamel |
6,560,710 | 49,292 | 53,622 |
Proposal 2: To vote to approve an amendment to the Company’s Articles of Incorporation, whereby the Company will effect a 1-for-500 reverse stock split.
| Shares For |
Against |
Abstain |
Broker Non-Votes | |||
| 6,388,964 |
118,306 | 156,354 | 0 |
Proposal 3: Ratification of Selection of Baker Tilly US, LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2022.
| Shares For |
Against |
Abstain |
Broker Non-Votes | |||
| 6,564,488 |
9,113 | 90,023 | 0 |
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.
| BankGuam Holding Company | ||||||
| Date: July 29, 2022 | By: | /s/ JOAQUIN P.L.G. COOK | ||||
| Joaquin P.L.G. Cook | ||||||
| President and Chief Executive Officer | ||||||