Bank of Marin Bancorp (BMRC) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Bank of Marin Bancorp. Please note that today's meeting is being recorded. At the conclusion of the business portion of the meeting today, we'll have a question-and-answer session. [Operator Instructions] It is now my pleasure to turn today's meeting over to Russell A. Colombo, President and Chief Executive Officer of Bank of Marin Bancorp. Mr. Colombo, the floor is yours.

Thank you. Good afternoon, and welcome to today's Annual Meeting of Shareholders of Bank of Marin Bancorp. As you are all well aware, we are living in an extraordinary time. COVID-19 risk mitigation measures are keeping most of us in our homes and away from our typical daily routines. To support the health and well-being of our employees, shareholders and communities, this year's annual meeting includes a virtual meeting format in addition to the live meeting. This is just one example of the many adjustments we have made to help combat the virus, while continuing to fulfill our responsibilities. We do believe that even under normal circumstances, a virtual meeting enables us to reach a larger audience, and we hope that this will maximize shareholder participation, regardless of their location. With that in mind, we want to thank you all for joining us, and hope you are safe and well. It is now my pleasure to turn the meeting over to our Chairman of the Board, Brian Sobel.

Thank you, Russ. Welcome, and good afternoon, everyone. Thank you for joining the Bank of Marin Bancorp's 2020 Annual Meeting of Shareholders. Before I begin the business portion of the meeting, I would like to take a moment to address the COVID-19 crisis and convey the great appreciation each Board member has asked me to express to each and every member of the Bank of Marin staff. Your work has been exemplary and your service legendary. It is so hard to do this meeting by audio and not in person. Each year, we all look forward to seeing everyone at the annual shareholder meeting. It gives us all a chance to visit and celebrate the successes of the bank. I look to the day when we can all be together again. The great British statesman, Winston Churchill, after the first major Allied victory of World War II, when victory in the war was but a glimmer of hope said, "Now this is not the end. It is not even the beginning of the end, but it is perhaps the end of the beginning." And I believe that's where we are with this pandemic. It has affected our personal lives and our working lives. It has sadly separated people, but I believe we will find our new normal and emerge stronger than ever. Because of your efforts as a staff of Bank of Marin, you have helped hundreds and hundreds of businesses survive through your facilitation of the Paycheck Protection Plan, which necessitated an enormous and dedicated effort by everyone in the bank. Pulling together, you fulfilled our mission of serving others. I know I speak for the Board when I say we wish we could shake each of your hands, and thank you for all you have done, particularly over the last weeks to meet the needs of customers and clients. So in lieu of a handshake, I offer an air high five and our sincerest thanks. An effort on the scale that was deployed to implement PPP, all the while conducting our regular business, was nothing short of remarkable. From the efforts of Russ Colombo, our President and CEO, to senior staff and every employee, we can all be proud. Since the beginning of the COVID-19 crisis, Board member, Bob Heller, has signed all of his e-mails with his name and the words, "optimism is contagious." How right he is. So I say thank you to you, to you, to you and everyone on this call. Now on to the business portion of the meeting. Please take a moment to review the rules of order set forth for this meeting. They are made available to each shareholder in the Files section in the lower left of the screen. These rules offer guidance on a variety of aspects of the meeting, including what to do in the event we experience any technology challenges as well as considerations related to voting through the meeting site and parameters for asking questions during the meeting. Our forward-looking statements disclosure is also reflected in that document. If you would like a copy of the annual report or the proxy statement, the links are provided online as well. During the meeting, all those participating virtually will be in a listen-only mode. Registered shareholders attending the meeting virtually can submit questions at any time during the meeting by clicking on the dialogue icon in the upper-right corner of the meeting center screen. All questions will be answered following the conclusion of the business portion of the meeting. Please note, your name will be announced along with the question. Guests attending the meeting virtually are in a registered listen-only mode and will not be able to submit questions. All of our directors and senior management team are attending this meeting virtually just as you are. While there will be no formal presentations by management, following the formal portion of the meeting, Russ Colombo, President and CEO, will have some closing comments, after which we will welcome questions from shareholders. It is now time to continue with the business portion of the meeting. Please note that today's meeting is being recorded. I now call to order the 2020 Annual Meeting of Shareholders. The matters on which the shareholders at the meeting are voting are: to elect the 10 nominated directors, to vote on an advisory basis to approve the compensation of the company's named executive officers as disclosed in the proxy statement, to approve the 2020 Director Stock Plan, to ratify the appointment of Moss Adams LLP as the company's independent auditor for the year 2020, and to transact any business that may properly come before the meeting. Nancy Boatright, Corporate Secretary of the company, will serve as secretary of the meeting and record the proceedings. We have previously received an affidavit as to the mailing of the notice of the meeting, which states that on or about April 7, 2020, Notice of the Meeting, together with the related proxy materials, was mailed to all shareholders of record as of the close of business on March 23, 2020, the record date for the meeting. This affidavit may be inspected by any shareholder upon request and will be filed with the minutes of this meeting. We will dispense with the reading of the legal notice of this meeting and the minutes of the 2019 Annual Meeting of Shareholders. However, a copy of the notice and the minutes are available should any shareholder wish to review them. The Board of Directors has appointed Lisa Porter of Computershare to serve as inspector of election for this meeting. The company's bylaws provide that the inspector shall determine the number of outstanding shares represented at this meeting, count the votes and determine the validity of proxies. Lisa has signed an oath, which will be filed with the minutes of this meeting and will be available for inspection by any interested shareholder. If there is any person holding a proxy that has not yet submitted it to a vote, you may vote it now by using the online platform. Please note that voting through the online platform will supersede your prior vote. The inspector has the shareholder list of the company as of the close of business on March 23, 2020, the record date for the meeting, which shows the shareholders and their respective number of shares entitled to vote at this meeting. Lisa, will you please give us the quorum report?

A preliminary count indicates that of the 13,623,348 shares of the company's stock outstanding as of March 23, 2020, holders of 10,628,442 shares or approximately 78% of the shares outstanding are present in person or by proxy.

Thank you, Lisa. I request that any proxies be filed with the records of the proceedings of this meeting. As more than a majority of the issued and outstanding stock of the company eligible to vote at this meeting is represented, a quorum is present. So I declare the meeting duly and lawfully convened. The meeting may now continue for the transaction of business. Each shareholder is entitled to one vote for each share of common stock of the company owned by the shareholder on March 23, 2020, which was selected as the record date for this meeting, except in the election of directors where you are entitled to cumulate your votes. Cumulative voting will only change the outcome of the election of directors if there are more nominees for directorships than the company has available positions. Cumulative voting will, therefore, have no impact on this election. If there are any shareholders attending the meeting online or in person wishing to cumulate the votes, please so state now. If attending online, you may indicate so by clicking on the dialogue icon in the upper right corner of the meeting center screen.

Mr. Chairman, we have no request for cumulative voting.

Thank you, Lisa. For those of you who have not voted by proxy or wish to cast your votes at this time, if you are attending the meeting as a registered shareholder online, you may vote using the online voting platform. And if you are here in person, we have ballots available. Additionally, if you have already voted by proxy and wish to change your vote, if you are attending the meeting as a registered shareholder online, you may update your vote using the online voting platform. And if you are here in person, a ballot is available for that purpose. Please note that it is not necessary to vote online or fill in a ballot if you have already voted by proxy. Does anyone here present at the meeting wish a ballot at this time? I am seeing none. I'll move ahead. As a reminder, there are 4 agenda items at today's meeting. I will briefly describe those 4 agenda items and then ask for a motion and second to confirm those as the items of business for this meeting. The first item of business is the election of 10 individuals to serve as directors of the company until the next annual meeting of shareholders and until their successors shall be elected and qualified. The nominees receiving the highest number of affirmative votes of the shares entitled to be voted for them shall be elected as directors. The Board of Directors of the company has presented a slate of 10 nominees as set forth in the notice of this meeting and in the accompanying proxy statement. The following individuals are the director nominees: Steven I. Barlow; Russell A. Colombo; James C. Hale; Robert Heller; Norma J. Howard; Kevin R. Kennedy; William H. McDevitt, Jr.; Leslie E. Murphy; Joel Sklar; Brian M. Sobel. In accordance with the bylaws of the company, shareholders are required to provide advanced notice of their intent to nominate candidates for directors. No such notice was received. Since no other nominations for directors have been received, in accordance with the bylaws of the company, I declare the nominations for directors closed. The second item of business is to approve the compensation of the company's named executive officers as disclosed in the proxy statement. This proposal is a nonbinding shareholder advisory vote. The third item of business to be placed before the meeting is the approval of the Bank of Marin Bancorp's 2020 Director Stock Plan. The fourth and final item of business is the ratification of the appointment of Moss Adams LLP as the company's independent auditor for the 2020 fiscal year. The accounting firm of Moss Adams LLP has been selected by the company's Audit Committee as the company's independent auditor for the 2020 fiscal year and is presently serving in that capacity. Is there a motion to confirm the foregoing 4 agenda items as the items of business to be voted on at this meeting?

So moved.

Seconded.

Thank you very much. Given the number of shares already voted by proxy and having afforded those attending this meeting online time to lodge their votes through the online voting system and those attending this meeting in person time to vote by ballot, I now declare the voting polls closed. Will the inspector of election please report the voting results?

On the election of directors, the 10 Board of Director nominees as set forth in the proxy statement received the highest number of votes and have been elected as directors to serve for the coming year and until their successors are elected and qualified. The compensation of the company's named executive officers, as disclosed in the proxy statement, has received an affirmative vote from a majority of the shares present and voting at the meeting and is, therefore, approved. The Bank of Marin Bancorp 2020 Director Stock Plan received an affirmative vote from a majority of the shares present and voting at the meeting and is, therefore, approved. The ratification of the selection of Moss Adams LLP as the company's independent auditor for the 2020 fiscal year received an affirmative vote from a majority of the shares represented at the meeting and is, therefore, ratified by the shareholders.

Thank you, Lisa. The report of the inspector of election will be on file with the secretary for inspection by shareholders. At this time, I would like to refer you to the slide of the Board of Directors you have just elected to serve for the coming year. I would now like to acknowledge the tremendous efforts of our senior management team by name: Russ Colombo, Nancy Boatright, Jim Burke, Brandi Campbell, Tani Girton, Bob Gotelli, Tim Myers, Beth Reizman. And finally, once again, I would like to recognize our shareholder employees. Thank you, again, for your hard work and dedication. There being no further business to be transacted at this time, the Chair will entertain a motion for adjournment.

So moved.

Seconded.

Thank you so much. The 2020 Annual Meeting of Shareholders of Bank of Marin Bancorp is now adjourned. This concludes the business portion of the meeting. I will now turn the meeting back over to President and CEO, Russell A. Colombo, for closing remarks.

Thank you, Brian. Thank you all for attending today, at least virtually. This is turning out to be an incredibly challenging year for everyone. Despite the obvious issues, our employees have performed exceptionally well. The dedication and teamwork they've shown is a testament to the culture of Bank of Marin. There has been no panic, only a calm sense of getting the job done, and this is what they have done. I am pleased with the performance thus far, and I believe we are very well positioned to come out of this crisis in very good financial condition. Thank you to all of our shareholders for your continued support. At this time, we would like to entertain questions from shareholders. Do we have any questions from shareholders? Well, we have received no questions from shareholders, so I want to thank everyone again for your loyalty and continued support of Bank of Marin Bancorp. We look forward to seeing you next year, when I hope we can return to our usual meeting format in Novato. Thank you again for attending.

This concludes the meeting. You may now disconnect.