SEC Info - Bank of Marin Bancorp - ‘8-K’ for 1/24/20

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) January 24, 2020

Commission File Number 001-33572

Bank of Marin Bancorp

(Exact name of Registrant as specified in its charter)



California		20-8859754
(State or other jurisdiction of incorporation)		(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:
	o Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

	o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	o 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
	Emerging growth company o

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. o

Section 2 - Financial Information


Item 2.02	RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 27, 2020, Bank of Marin Bancorp ("Bancorp") released its financial results for the year and quarter ended December 31, 2019. A copy of the press release is included as Exhibit 99.1.

Section 8 - Other Events


Item 8.01	Other Events

Quarterly Cash Dividend

In the press release, Bancorp also announced that on January 24, 2020, its Board of Directors approved a quarterly cash dividend of $0.23 per share. The cash dividend is payable to shareholders of record at the close of business on February 7, 2020 and will be payable on February 14, 2020. A copy of the press release is attached to this report as Exhibit 99.1.


	Share Repurchase Program

With the current share repurchase program nearing expiration, Bancorp’s Board of Directors approved a new repurchase program on January 24, 2020 of up to $25 million of Bancorp’s common stock (the "Repurchase Program"). Repurchases will not begin under this new program until Bancorp is no longer in a trading blackout or otherwise in possession of material non-public information and the program will continue through February 28, 2022.

Under the Repurchase Program, Bancorp may purchase shares of its common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions. The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at Bancorp’s discretion. Factors include, but are not limited to, stock price, trading volume and general market conditions, along with Bancorp’s general business conditions. The Repurchase Program may be suspended or discontinued at any time and does not obligate Bancorp to acquire any specific number of shares of its common stock.

As part of the Repurchase Program, Bancorp intends to enter into a trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The 10b5-1 trading plan would permit common stock to be repurchased at a time that Bancorp might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The 10b5-1 trading plan will be administered by an independent broker and will be subject to price, market volume and timing restrictions.

Section 9 - Financial Statements and Exhibits


Item 9.01	FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.



Exhibit No.	Description	Page Number

99.1	Press Release dated January 27, 2020	1-9

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.



Dated: January 27, 2020	BANK OF MARIN BANCORP

	by:	/s/ *Tani Girton*_____
		Tani Girton
		Executive Vice President and
		Chief Financial Officer

This ‘8-K’ Filing	Date	Other Filings

	2/28/22
	2/14/20
	2/7/20
Filed on:	1/27/20
For Period end:	1/24/20	4
	12/31/19	4
		List all Filings

Bank of Marin Bancorp – ‘8-K’ for 1/24/20

On: Monday, 1/27/20, at 9:33am ET · For: 1/24/20 · Accession #: 1403475-20-4 · File #: 1-33572

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