UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Rule 12g-3(a))
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 18, 2015
BankGuam Holding Company
(Exact name of registrant as specified in its charter)
| Guam | 000-54483 | 96-0002144 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| P.O. Box BW Hagatna, Guam |
96910 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (671) 472-5300
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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 18, 2015, BankGuam Holding Company (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date for the Annual Meeting, there were 8,930,023 shares entitled to vote on all matters presented to the Company’s stockholders at the Annual Meeting. Votes representing approximately 67.53% 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 three (3) following Class I Directors to hold office for a term of three years:
| Director |
Shares For |
Shares Withheld |
Broker Non-Votes | |||
| William D. Leon Guerrero |
5,928,931 | 5,489 | 96,045 | |||
| Joseph M. Crisostomo |
5,761,781 | 34,501 | 96,045 | |||
| Keven F. Camacho |
5,905,543 | 28,877 | 96,045 |
Proposal No. 2: An advisory vote to approve the Company’s executive compensation for the named Executive Officers.
| Shares For |
Against |
Abstain |
Broker Non-Votes | |||
| 5,883,422 |
16,898 | 34,100 | 96,045 |
Proposal 3: An advisory vote to approve the frequency for holding an advisory vote on the Company’s executive compensation for the named Executive Officers.
| 1 Year |
2 Years |
3 Years |
Abstain | |||||
| Shares For |
1,270,367 | 53,248 | 4,345,912 | 262,816 |
Proposal 4: An amendment to the Company’s Articles of Incorporation to provide for the creation of Preferred Shares.
| Shares For |
Against |
Abstain |
Broker Non-Votes | |||
| 5,710,666 |
53,214 | 170,691 | 96,045 |
Proposal 5: Ratification Of Selection Of Independent Registered Public Accounting Firm
| Shares For |
Against |
Abstain |
Broker Non-Votes | |||
| 6,001,722 |
6,456 | 22,287 | 96,045 |
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: May 22, 2015 | ||||||
| By: | /s/ Lourdes A. Leon Guerrero | |||||
| Lourdes A. Leon Guerrero | ||||||
| President and Chief Executive Officer | ||||||