BCAL California Bancorp \ Ca - 8-K

Item 5.02

Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

California
BanCorp (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on May 27, 2026.
At the Annual Meeting, the Company’s shareholders approved the California BanCorp 2026 Omnibus Equity Incentive Plan (the “2026
Omnibus Equity Incentive Plan”). The material terms of the 2026 Omnibus Equity Incentive Plan are described in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2026 (the “Proxy Statement”), which
description is incorporated herein by reference.

The
form of restricted stock unit agreement and form of stock option agreement for use with the 2026 Omnibus Equity Incentive Plan set forth
the standard terms and conditions that apply to grants of these types of awards pursuant to the 2026 Omnibus Equity Incentive Plan, although
awards may be granted under the 2026 Omnibus Equity Incentive Plan that deviate from these standard terms and conditions.

The
foregoing descriptions of the 2026 Omnibus Equity Incentive Plan and the forms of award agreements thereunder are qualified in their
entirety by reference to the full text of the 2026 Omnibus Equity Incentive Plan and the forms of award agreements, which are filed as
Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

Item 5.07

Submission
of Matters to a Vote of Security Holders

As
of the close of business on April 2, 2026, the record date for the Annual Meeting, there were a total of 32,152,298 shares of the Company’s
common stock issued and outstanding. Present at the Annual Meeting, either in person or by proxy, were holders of 26,794,968 shares of
the Company’s common stock, constituting a quorum of the Company’s outstanding shares. The voting results of the Annual Meeting
are set forth below.

Proposal
I —Election of ten directors:

The
Company’s directors are elected based on the candidates receiving the highest number of votes of the shares entitled to vote in
the election, up to the number of directors to be elected (ten (10)). Accordingly, the following ten (10) director nominees were elected,
each for a term of one year and until their successors are elected and have qualified:

For

Withheld

Broker
Non-Votes

Andrew J. Armanino, Jr.

23,531,127

436,862

2,826,979

Stephen A. Cortese

23,470,524

497,465

2,826,979

Kevin J. Cullen

22,431,202

1,536,787

2,826,979

Frank D. Di Tomaso

23,447,519

520,470

2,826,979

Rochelle G. Klein

23,553,744

414,245

2,826,979

Dr. Lester Machado

23,471,094

496,895

2,826,979

Frank L. Muller

23,704,072

263,917

2,826,979

David I. Rainer

23,663,867

304,122

2,826,979

David Volk

23,510,270

457,719

2,826,979

Anne Williams

23,668,995

298,994

2,826,979

Proposal
II —Ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the
year ending December 31, 2026:

The
vote required to approve this proposal was the affirmative vote of a majority of the shares represented and voting at the Annual Meeting,
with affirmative votes constituting at least a majority of the required quorum. Accordingly, this proposal was approved with the following
vote:

For

Against

Abstain

Broker
Non-Votes

26,793,325

440

1,203

0

Proposal
III —Approval of the California BanCorp 2026 Omnibus Equity Incentive Plan:

The
vote required to approve this proposal was the affirmative vote of a majority of the shares represented and voting at the Annual Meeting,
with affirmative votes constituting at least a majority of the required quorum. Accordingly, this proposal was approved with the following
vote:

For

Against

Abstain

Broker
Non-Votes

19,902,405

4,043,390

22,194

2,826,979

Item
8.01

Other Events

On
May 27, 2026, the Board of Directors of the Company approved the Company’s quarterly cash dividend of $0.10 per share on its common
stock. This dividend will be payable on July 15, 2026, to holders of its common stock of record as of the close of business on June 23,
2026.

Item 9.01

Financial
Statements and Exhibits.

Exhibit
No.

Description

10.1

California BanCorp 2026 Omnibus Equity Incentive Plan.

10.2

California BanCorp Form of Restricted Stock Unit Agreement for 2026 Omnibus Equity Incentive Plan.

10.3

California BanCorp Form of Stock Option Agreement for 2026 Omnibus Equity Incentive Plan.

99.1

Press Release dated May 28, 2026.

104

Cover Page Interactive Data File (embedded within the
Inline XBRL document)