PCB

PCB Bancorp 8-K Filing Summary

Business Context and Reporting Period

This Form 8-K Current Report was filed by PCB Bancorp on May 23, 2024, regarding events occurring at the Company's annual meeting of shareholders held on the same date. The registrant is incorporated in California and its common stock trades on the Nasdaq Global Select Market under the symbol "PCB".

Key Financial Metrics

This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on corporate governance actions and shareholder voting results.

Material Changes and Corporate Actions

• Bylaw Amendment: Shareholders approved an amendment to the Company's bylaws authorizing a board of directors ranging from seven to 13 members. This amendment became effective immediately.
• Shareholder Participation: As of the March 28, 2024 record date, there were 14,263,791 shares outstanding. A total of 9,481,582 shares (66.47% of entitled shares) were presented and voted at the meeting.

Voting Results and Management Commentary

All five proposals submitted to shareholders were approved:

1. Election of Directors: All eight nominees (Kijun Ahn, Daniel Cho, Haeyoung Cho, Janice Chung, Henry Kim, Sang Young Lee, Hong Kyun "Daniel" Park, and Don Rhee) were elected. Vote counts ranged from approximately 6.66 million to 7.46 million votes "For".
2. Advisory Vote on Executive Compensation: Approved with 7,112,997 votes "For" versus 377,733 "Against".
3. Frequency of Advisory Vote on Executive Compensation: Shareholders voted to hold future advisory votes annually (7,006,713 votes for 1 year). The Board confirmed it will hold these votes every year.
4. Bylaw Amendment: Approved with 7,427,477 votes "For" versus 77,024 "Against".
5. Ratification of Auditors: Crowe LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 9,402,923 votes "For".

Investor Verification Checklist

• Verify the effective date of the new bylaw amendment regarding the board size range (7 to 13 directors).
• Confirm the tenure of the newly elected directors, which extends until the next annual meeting.
• Review the full text of the amended and restated bylaws filed as Exhibit 3.1.
• Note that this filing contains no financial data; refer to the most recent 10-K or 10-Q for financial metrics.