ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 26, 2022, Heritage Commerce Corp (the "Company"), held its Annual Meeting of Shareholders (the "Shareholders Meeting"). There were 60,407,846 shares of common stock entitled to vote at the meeting and a total of 52,422,468 shares (86.78%) were represented at the meeting. At the Shareholders Meeting, the shareholders voted on the following proposals as described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 14, 2022. The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows:

Proposal 1: Election of Directors

The election of eleven directors, named in the Proxy Statement, to serve as members of the Company's Board of Directors until the next annual meeting of shareholders. The results are set forth below:





          Name               For      Withheld  Broker Non-Votes
Julianne M. Biagini-Komas 36,675,339 10,034,540    5,712,589
Bruce H. Cabral           45,916,327    793,552    5,712,589
Jack W. Conner            45,804,265    905,614    5,712,589
Jason DiNapoli            45,391,589  1,318,290    5,712,589
Steven G. Heitel          45,741,437    968,442    5,712,589
Kamran F. Husain          45,892,934    816,945    5,712,589
Walter T. Kaczmarek       45,848,745    861,134    5,712,589
Robert T. Moles           36,626,371 10,083,508    5,712,589
Laura Roden               45,849,201    860,678    5,712,589
Marina H. Park Sutton     35,091,191 11,618,688    5,712,589
Ranson W. Webster         36,657,668 10,052,211    5,712,589

Proposal 2: Advisory Vote on Executive Compensation

The approval of the compensation of the Company's named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables, and the related disclosures required by Item 402 of Regulation S-K contained in the Company's Proxy Statement. The results are set forth below:





   For       Against   Abstentions Broker Non-Votes
32,720,823 13,779,822    209,234      5,712,589

Proposal 3: Ratification of Independent Registered Public Accounting Firm

The ratification of the selection of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The results are set forth below:





   For     Against Abstentions Broker Non-Votes
51,754,601 259,167   408,700          0




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ITEM 8.01  OTHER EVENTS.

Walter T. Kaczmarek, President and Chief Executive Officer of Heritage Commerce Corp, made a presentation to shareholders at the Virtual Annual Meeting of Shareholders on May 26, 2022. A copy of the information in the shareholder presentation is included as Exhibit 99.1. The information included as Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended ("Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of the information in Exhibit 99.1 is not intended to, and does not, constitute a determination or admission by the Company that the information in Exhibit 99.1 is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. The information in the materials is presented as of March 31, 2022, and the Company does not assume any obligations to update such information in the future.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(D) Exhibits.



  99.1     Slide presentation to shareholders presented on May 26, 2022, by the
         Company's President and Chief Executive Officer.
104      Cover Page Interactive Data File (embedded within XBRL document)




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