BMRC Bank of Marin Bancorp - 8-K

Item 5.07      Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders held on May 27, 2026, the following matters were submitted to a vote of security holders with the indicated number of votes being cast for, against or withheld, and with the indicated number of abstentions and broker non-votes:

1. To elect ten members of the Board of Directors to serve until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified.

Number of Votes

For

Withheld

Non-Vote

Nicolas C. Anderson

10,405,859

784,544

1,932,287

Russell A. Colombo

7,509,925

3,680,478

1,932,287

Charles D. Fite

10,810,421

379,982

1,932,287

Cigdem F. Gencer

10,818,514

371,888

1,932,287

James C. Hale

10,912,128

278,274

1,932,287

Kevin R. Kennedy

10,974,404

215,998

1,932,287

Timothy D. Myers

10,691,557

498,846

1,932,287

Joel Sklar, MD

10,985,406

204,997

1,932,287

Brian M. Sobel

10,859,501

330,902

1,932,287

Secil T. Watson

10,256,810

933,593

1,932,287

2. To vote, on an advisory basis, to approve executive compensation for Named Executive Officers.

For

Against

Abstain

Non-Vote

10,370,963

339,574

479,866

1,932,287

3. To ratify the selection of Baker Tilly US, independent auditor, to perform audit services for the year 2026.

For

Against

Abstain

Non-Vote

12,980,394

80,959

61,336

0

Section 8 - Other Events

Item 8.01     Other Events

Effective May 27, 2026, the Board of Directors approved the composition of certain Committees of the Board as follows:

Compensation Committee

Joel Sklar, MD (Chair)

Nicolas C. Anderson

Charles D. Fite

Cigdem F. Gencer

Kevin R. Kennedy

Audit Committee

Nicolas C. Anderson (Chair)

Cigdem F. Gencer

James C. Hale

Brian M. Sobel

Secil T. Watson

Nominating and Governance Committee

Secil T. Watson (Chair)

Nicolas C. Anderson

Charles D. Fite

James C. Hale

Joel Sklar, MD