brmc-20220331


Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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			☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Bank of Marin Bancorp (Nasdaq: BMRC) (the “Company”) announced March 31, 2022, that the Company and Shawn Devlin and Riley Gardner (Devlin and Gardner collectively, the “Kelly Trust Parties”) have amended that certain previously disclosed agreement dated May 10, 2021 (the “Agreement”) under which, among other things, Sanjiv Sanghvi was added to the Company’s Board of Directors and included in the Company’s slate of directors for election to the Board of Directors of the Company at the 2021 Annual Meeting of Shareholders. Amendment Number One, dated and effective March 31, 2022 (the "Amendment"), provides for, among other things, extension of the “Restricted Period” by approximately one year, confirmation of Mr. Sanghvi as the continuing Kelly Trust Nominee (including as one of the Board’s nominees for the 2022 Annual Meeting of Shareholders), appointment of Mr. Sanghvi to the Bank of Marin Board of Directors, and seating Mr. Sanghvi on the Bank of Marin Asset/Liability Management Committee in addition to the committees on which he currently serves. The Amendment also requires the Company to maintain its Board of Directors at twelve (12) members, with the possibility of adding a thirteenth (13th) member for the sole purpose of complying with California Corporations Code Sections 301.3 and 301.4. The extension of the Restricted Period also extends certain covenants of the Kelly Trust Parties under the Agreement including to vote in favor of the Board’s proposed nominees for director and to refrain from taking certain actions during the Restricted Period. The Company also agreed to reimburse the Kelly Trust Parties for certain out of pocket expenses related to the Amendment in an amount not to exceed $20,000. The other terms and conditions of the Agreement generally were continued. The summary description of the Amendment in this paragraph is qualified in its entirety by reference to the full terms of the Amendment attached to this Report as Exhibit 10.1.

The Company, its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s upcoming 2022 Annual Meeting of Shareholders. Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company by security holdings or otherwise can be found in the Company’s proxy statement for its 2022 Annual Meeting of Shareholders, to be filed with the U.S. Securities and Exchange Commission (the "SEC”). The proxy statement and all other documents filed with the SEC by the Company are available free of charge at the SEC’s website at www.sec.gov. The Company intends to file a definitive proxy statement and proxy card with the SEC in connection with the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s 2022 Annual Meeting of Shareholders. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s definitive proxy statement for its 2022 Annual Meeting, including the schedules and appendices thereto. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED BY BANK OF MARIN BANCORP WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain the Proxy Statement, any amendments or supplements to the Proxy Statement, the accompanying proxy card, and other documents filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of the Company’s corporate website at www.bankofmarin.com, or by writing to the Company’s Corporate Secretary at BANK OF MARIN BANCORP, 504 REDWOOD BLVD., SUITE 100, NOVATO, CA 94947.


California	001-33572	20-8859754
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


504 Redwood Blvd., Suite 100, Novato, CA			94947
(Address of principal executive office)			(Zip Code)


Securities registered pursuant to 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, no par value and attached Share Purchase Rights	BMRC	The Nasdaq Stock Market


Exhibit No.			Description

10.1			Amendment dated March 31 , 2022