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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

Current report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2024

BAYCOM CORP

(Exact name of registrant as specified in its charter)

California

    

001-38483

    

37-1849111

(State or other jurisdiction of
incorporation or organization)

(Commission
File No.)

(I.R.S. Employer
Identification No.)

500 Ygnacio Valley Road, Suite 200, Walnut Creek, CA

    

94596

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (925) 476-1800

Not Applicable

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BCML

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 15, 2024, the Board of Directors of BayCom Corp (the “Company”), the holding company for United Business Bank (the “Bank”), appointed Bhupen B. Amin and Dennis Guida as directors of the Company, effective November 1, 2024. Mr. Guida also was appointed as a member of the Compensation Committee and the Corporate Governance and Nominating Committee of the Company’s Board of Directors, which appointments are also effective as of November 1, 2024. The Board committees to which Mr. Amin will be appointed have not yet been determined.

Messrs. Amin and Guida have been directors of the Bank since 2011 and 2022, respectively, and will continue to serve in that capacity. The appointments of Messrs. Amin and Guida to the Company’s Board of Directors follow the recent retirement of James S. Camp as a director of the Company and the Bank. As a result of the appointments of Messrs. Amin and Guida and the retirement of Mr. Camp, the number of directors of the Company was increased by the Company’s Board of Directors from eight to nine, and the number of directors of the Bank was decreased by the Bank’s Board of Directors from eight to seven.

Messrs. Amin and Guida will be entitled to the same general compensation arrangement as is provided to the other non-employee directors of the Company and the Bank. A description of that arrangement is contained under the heading “Director Compensation in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2024, and is incorporated herein by reference.

There were no arrangements or understandings pursuant to which either Mr. Amin or Mr. Guida was selected as a director of the Company. In addition, there have been no related person transactions of the kind described in Item 404(a) of the SEC’s Regulation S-K in which Mr. Amin or Mr. Guida had a direct or indirect material interest.

Item 8.01. Other Events

On October 17, 2024, the Company issued a press release announcing the appointments of Messrs. Amin and Guida as directors of the Company. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a)Not applicable.

(b)Not applicable.

(c)Not applicable.

(d)The following exhibits are included with this report:

99.1

Press Release dated October 17, 2024

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BAYCOM CORP

Date: October 17, 2024

/s/ Keary L Colwell

Keary L. Colwell, Senior Executive

Vice President, Chief Financial Officer

(Principal Financial and Accounting

Officer) and Secretary

Exhibit 99.1

Press Release

BAYCOM CORP ANNOUNCES APPOINTMENTS OF TWO NEW HOLDING COMPANY DIRECTORS

WALNUT CREEK, California, October 17, 2024 – BayCom Corp (NASDAQ: BCML) (the “Company”), the holding company for United Business Bank (the “Bank”), today announced that Bhupen B. Amin and Dennis Guida were appointed as directors of the Company, effective  November 1, 2024. Messrs. Amin and Guida, who have been directors of the Bank since 2011 and 2022, respectively, will continue to serve in that capacity. The appointments of Messrs. Amin and Guida to the Company’s Board of Directors follow the recent retirement of James S. Camp as a director of the Company and the Bank.

Mr. Amin is General Counsel and Chief Operating Officer of Lotus Hotels and Investments in Walnut Creek, California. In this position, Mr. Amin is responsible for the development, management, financing and operations of several hotel properties, shopping centers and self-storage facilities. Prior to joining Lotus, Mr. Amin was an attorney at the Law Offices of Bowles & Verna in Walnut Creek, California. Mr. Amin serves on the nominating committee and Board of Directors of the California Hotel & Lodging Association (CH&LA) and is an active member of the governmental affairs committee of the American Hotel & Lodging Association (AH&LA) in Washington D.C. Mr. Amin became the first Indian-American to be elected Chairman of CH&LA, the largest state hotel association in the nation. Mr. Amin also acts as a Pro Tem Judge in the Alameda County Superior Courts and serves on the board of directors of Brookside Health Center, a non-profit FQHC serving underprivileged families in the East Bay Area. Mr. Amin earned his law degree from the University of California, Davis and his undergraduate degree from the Haas School of Business at the University of California, Berkeley.

Mr. Guida is the Managing Director for HBP Analytics, LLC and the former Chairman of Pacific Enterprise Bank (Irvine, CA) and Southport Financial Corporation (Kenosha, WI). With 40 years of banking industry experience, he has held the positions of chairman, director, CEO, CFO, and bank consultant. Mr. Guida specializes in asset-liability management (“ALM”) and has provided ALM third-party reviews/model validations and advisory services to more than 300 banking clients. These institutions range in size from de novo banks to companies with over $18 billion in assets. Mr. Guida holds a B.S. in Business Management from the University of Redlands (Redlands, CA) and an M.B.A. from National University (San Diego, CA) and is a graduate of The School of Bank Administration (Madison, WI).

About BayCom Corp

The Company, through its wholly owned operating subsidiary, United Business Bank, offers a full range of loans, including SBA, CalCAP, FSA and USDA guaranteed loans, and deposit products and services to businesses and their affiliates in California, Washington, New Mexico and Colorado. The Bank is an Equal Housing Lender and a member of FDIC. The Company’s common

1


stock is traded on the NASDAQ under the symbol “BCML”. For more information, go to www.unitedbusinessbank.com.

CONTACT:

BayCom Corp

Keary Colwell, 925-476-1800

kcolwell@ubb-us.com

Source: BayCom Corp

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