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

On June 8, 2022, Amerant Bancorp Inc. (the "Company") held its 2022 annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the shareholders of the Company approved the Amerant Bancorp Inc. 2021 Employee Stock Purchase Plan (the "ESPP" or the "Plan"). The purpose of the Plan is to provide eligible employees of the Company and its designated subsidiaries with the opportunity to acquire a stock ownership interest in the Company on favorable terms and to pay such acquisitions through payroll deductions. There are one million (1,000,000) shares of the Company's Class A Common Stock reserved for issuance under the ESPP. The Plan permits two types of offerings: (i) Section 423 Offerings which are intended to qualify as an "employee stock purchase plan" under Section 423 of the U.S. Internal Revenue Code of 1986, as amended, and the regulations issued thereunder (the "Code"); and (ii) Non-Section 423 Offerings which are intended to be exempt from the requirements of Section 423 of the Code. The Company's executive officers are eligible to participate in the ESPP. The principal terms of the Plan are described in the Company's definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 28, 2022 (the "Proxy Statement"), which description is incorporated herein by reference.

The foregoing summary of the Plan and the description of the Plan in the Proxy Statement incorporated herein by reference do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the ESPP filed hereto as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The actions set forth below were taken at the Annual Meeting. Of the 30,805,334 shares of Class A Voting Common Stock outstanding as of April 14, 2022, the record date for the Annual Meeting, 24,966,256 shares of Class A Voting Common Stock were present at the meeting in person or by proxy. The following proposals were voted on:



Proposal 1: to elect directors to serve until the 2023 annual meeting of
shareholders.
Proposal 2: to approve the Amerant Bancorp Inc. 2021 Employee Stock Purchase
Plan.
Proposal 3: to ratify the appointment of RSM US LLP as the independent
registered public accounting firm of the Company for the fiscal year ending
December 31, 2022.

Each proposal is described in detail in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2022. The final voting results for each proposal submitted to a vote of shareholders at the Annual Meeting are set forth below.



Proposal No. 1: All of the director nominees were elected to the Board based on
the following votes:

        Nominee                 For            Against        Abstain       Broker Non-Vote
Gerald P. Plush              21,139,616        497,038          68,923         3,260,679
Orlando D. Ashford           21,567,929        66,348           71,300         3,260,679
Miguel A. Capriles L.        20,975,756        646,721          83,100         3,260,679
Pamella J. Dana              21,031,501        602,991          71,085         3,260,679
Samantha Holroyd             21,569,046        65,946           70,585         3,260,679
Gustavo Marturet M.          21,039,912        596,793          68,872         3,260,679
John A. Quelch               21,567,830        66,662           71,085         3,260,679
John W. Quill                20,835,186        799,806          70,585         3,260,679
Oscar Suarez                 21,569,145        65,847           70,585         3,260,679
Gustavo J. Vollmer A.        19,000,620       2,636,085         68,872         3,260,679
Millar Wilson                21,069,552        567,113          68,912         3,260,679

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Proposal No. 2: The proposal to approve the Amerant Bancorp Inc. 2021 Employee Stock Purchase Plan received the following votes:


        For            Against        Abstain       Broker Non-Vote
     21,682,328        23,203             46           3,260,679

Proposal No. 3: The proposal to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022 received the following votes:


        For            Against        Abstain       Broker Non-Vote
     24,958,810           3             7,443             ---


Item 8.01 Other Events.

Following the completion of the Annual Meeting, Frederick C. Copeland's term as director and Chairman of the Company expired and, effective immediately thereafter, Gerald P. Plush, who has been serving as the Company's Vice-Chairman, President and CEO, became the Company's Chairman, and will now serve as the Company's Chairman, President and Chief Executive Officer. The appointment of Dr. Pamella J. Dana as Lead Independent Director of the Board also became effective following the completion of the Annual Meeting.




Item 9.01 Financial Statements and Exhibits
Number      Exhibit
10.1          2021     Employee     Stock Purchase Plan
104         Cover Page Interactive Data File (embedded within the Inline
            XBRL document)

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