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

A special meeting of shareholders (the "Special Meeting") of American River Bankshares (the "Company") was held on July 28, 2021. At the close of business on June 9, 2021, the record date for the Special Meeting, there were 5,980,323 shares of common stock of the Company outstanding and entitled to vote. A total of 4,511,212 shares of common stock were voted in person or by proxy, representing 75.43% of the shares of the Company's common stock outstanding and entitled to vote, which constituted a quorum to conduct business at the Special Meeting.

Proposal No. 1 - Approval of Merger and Merger Agreement.

To approve the Agreement to Merge and Plan of Reorganization by and between the Company and Bank of Marin Bancorp, dated as of April 16, 2021 (the "Merger Agreement"). The voting results for Proposal No. 1 were as follows:





   For    Against Abstain
4,459,819 29,296  22,097

Proposal No. 2 - Adjournment.

To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies to approve the Merger Agreement.

In light of the vote on Proposal 1, this matter was not acted upon.

Proposal No. 3 - NEO Compensation Proposal.

To approve on an advisory basis the compensation to be paid to the Company's named executive officers in connection with the Merger Agreement.

The voting results for Proposal No. 3 were as follows:





   For    Against Abstain
4,315,792 152,359 43,061

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