Item 8.01. Other Events.
At the 2022 Annual Meeting of Shareholders held on July 25, 2022, BankGuam
Holding Company's (the "Company") shareholders approved an amendment to the
Company's Articles of Incorporation, whereby the Company would effect a
1-for-500 reverse stock split (the "Reverse Stock Split") of its common stock,
eliminate fractional shares resulting from the Reverse Stock Split, and pay cash
consideration for such resulting fractional shares at the rate of $14.75 per
pre-split share, and, as a result, each stockholder owning fewer than 500 shares
of common stock prior to the Reverse Stock Split will have such shares canceled
and converted into the right to receive $14.75 for each share of such stock held
prior to the Reverse Stock Split.
On September 26, 2022, the Board of Directors of the Company (the "Board") set
October 31, 2022 as the effective date for the Reverse Stock Split. The Board
reserves the right to delay or cancel the Reverse Stock Split if the Board
determines that the Reverse Stock Split is no longer in the best interests of
the Company or its shareholders, including if the Reverse Stock Split will not
reduce the number of recordholders of the Company's common stock below 1,200.
Contemporaneously with the filing of this current report of Form 8-K, the
Company is filing an amendment to the Company's Schedule 13E-3 originally filed
on April 26, 2022, as amended by Amendment No. 1 filed June 7, 2022 and
Amendment No. 2 filed June 17, 2022. Shareholders may obtain a copy of the
Schedule 13E-3, as amended, at the Securities and Exchange Commission's website
at www.sec.gov.
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