Bank of Marin Bancorp and the Jon S. Kelly Administrative Trust Agree to Settle Proxy Contest

Rhea-AI Summary

Bank of Marin Bancorp (NASDAQ: BMRC) announced an agreement with the Jon S. Kelly Administrative Trust to add Sanjiv Sanghvi to its Board of Directors. Mr. Sanghvi will be nominated for election at the rescheduled 2021 Annual Meeting of Shareholders on June 29, 2021. As part of the agreement, the Kelly Trust withdrew its previous nominations in exchange for Mr. Sanghvi's appointment. Mr. Sanghvi will also serve on the Compensation and Nominating & Governance Committees. Bank of Marin emphasizes community banking with $3.1 billion in assets as of March 31, 2021.

Positive

• Addition of Sanjiv Sanghvi to the Board of Directors enhances governance.
• Sanjiv Sanghvi's experience expected to bring valuable insights.
• Company successfully resolved nomination disputes with the Kelly Trust.

Negative

• None.

Bank of Marin Bancorp (NASDAQ: BMRC) (the “Company”) announced today that the Company and the Jon S. Kelly Administrative Trust (“Kelly Trust”) have reached an agreement (the “Agreement”) under which Sanjiv Sanghvi has been added to the Company’s Board of Directors and will be included in the Company’s slate of directors for election to the Board of Directors of the Company at the upcoming Annual Meeting of Shareholders. Pursuant to the Agreement, the Company has agreed to immediately appoint Mr. Sanghvi to the Board of Directors of the Company and include Mr. Sanghvi as a nominee on its slate of director candidates to be nominated by the Board for election at the 2021 annual meeting of shareholders. The 2021 annual meeting of shareholders was previously scheduled for May 11, 2021, but has been rescheduled for June 29, 2021. In connection with the Agreement, the Kelly Trust has agreed to withdraw its nominations of Messrs. Sanghvi and Peter Luchetti in consideration for Mr. Sanghvi being voluntarily added to the Board prior to the 2021 annual meeting. In connection with the Agreement, Mr. Sanghvi will also be appointed to the Compensation and Nominating & Governance Committees of the Board.

Russell A. Colombo, the Company’s Chief Executive Officer, said, “We are pleased to have reached an agreement with the Kelly Trust. Management welcomes the perspectives and insights of Sanjiv Sanghvi, who is a well-qualified addition to our board of directors.”

A representative of the Kelly Trust stated, “Our nominee looks forward to working with the other directors and management to build and deliver value for all shareholders.”

About Bank of Marin Bancorp

Founded in 1990 and headquartered in Novato, Bank of Marin is the wholly owned subsidiary of Bank of Marin Bancorp (Nasdaq: BMRC). A leading business and community bank in the San Francisco Bay Area, with assets of $3.1 billion as of March 31, 2021, Bank of Marin has 21 branches and 7 commercial banking offices located across 7 Bay Area counties. Bank of Marin provides commercial banking, personal banking, specialty lending and wealth management and trust services. Specializing in providing legendary service to its customers and investing in its local communities, Bank of Marin has consistently been ranked one of the “Top Corporate Philanthropists” by the San Francisco Business Times and one of the “Best Places to Work” by the North Bay Business Journal. Bank of Marin Bancorp is included in the Russell 2000 Small-Cap Index and Nasdaq ABA Community Bank Index. For more information, go to www.bankofmarin.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210510006024/en/

FAQ

What recent agreement did Bank of Marin Bancorp reach with the Kelly Trust?

Bank of Marin Bancorp agreed to appoint Sanjiv Sanghvi to its Board of Directors and nominate him for the 2021 Annual Meeting of Shareholders.

When is the rescheduled date for the Bank of Marin 2021 Annual Meeting of Shareholders?

The 2021 Annual Meeting of Shareholders has been rescheduled to June 29, 2021.

What positions will Sanjiv Sanghvi hold on the Board of Directors?

Sanjiv Sanghvi will serve on the Compensation and Nominating & Governance Committees.

What is the current asset size of Bank of Marin as reported in the press release?

As of March 31, 2021, Bank of Marin has assets totaling $3.1 billion.

Who is the CEO of Bank of Marin Bancorp?

Russell A. Colombo is the Chief Executive Officer of Bank of Marin Bancorp.