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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
 
Date of Report (Date of earliest event reported): May 22, 2025 (May 21, 2025)
 
 
RBB BANCORP
(Exact name of Registrant as Specified in Its Charter)
 
 
California
001-38149
27-2776416
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
1055 Wilshire Blvd., 12th Floor,
Los Angeles, California
 
90017
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (213) 627-9888
 
Not Applicable 
(Former Name or Former Address, if Changed Since Last Report)
 
 
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 (see General Instructions A.2. below):
 
☐
  
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 exchange on which registered
Common Stock, No Par Value
  
RBB
  
NASDAQ Global Select 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.
 
On May 21, 2025, RBB Bancorp (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”).
 
At the Annual Meeting, the shareholders of the Company:
 
 
●
Elected William Bennett, Robert M. Franko, Christina Kao, James Kao, Johnny Lee, Joyce Wong Lee, Christopher Lin, David Morris, Geraldine Pannu, Scott Polakoff, and Frank Wong to the board of directors of the Company (the “Board”);
 
●
Approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers; and
 
●
Ratified the appointment of Crowe LLP as the Company’s independent auditor for the fiscal year ending December 31, 2025.
 
On March 24, 2025, the record date for the Annual Meeting, there were 17,738,627 shares of Company common stock issued, outstanding and entitled to vote. Shareholders holding 11,231,147 shares of Company common stock participated in the Annual Meeting, in person, by webcast, telephonically or by proxy. The results of the matters voted upon at the 2025 Annual Meeting were as follows:
 
Proposal 1: Eleven (11) nominees were elected to the Board with the following vote counts:
 
 
FOR
WITHHELD
BROKER NON-VOTES
William Bennett
 9,095,204 30,598
2,105,345
Robert M. Franko
8,872,450
 253,352
2,105,345
Christina Kao
 8,854,291 271,511
2,105,345
Dr. James W. Kao
9,011,418
 114,384
2,105,345
Johnny Lee
9,012,806
 112,996
2,105,345
Joyce Wong Lee
 8,854,568 271,234
2,105,345
Christopher Lin 8,907,438 218,364
2,105,345
David R. Morris
 9,005,468 120,334
2,105,345
Geraldine Pannu
 8,914,846 210,956
2,105,345
Scott Polakoff
 8,872,923 252,879
2,105,345
Frank Wong 9,026,304 99,498 2,105,345
 
Proposal 2: The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, having received the following votes:
 
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
8,797,328
304,720
23,754
2,105,345
 
Proposal 4: The appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, having received the following votes:
 
FOR
AGAINST
ABSTAIN
11,051,238
174,908
5,001
 
 
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 thereunto duly authorized.
 
 
 
RBB BANCORP
(Registrant)
 
 
 
 
Date: May 22, 2025
 
By:
/s/ Lynn M. Hopkins
 
 
 
Lynn M. Hopkins
      EVP and Chief Financial Officer