ANNUAL MEETING OF SHAREHOLDERS
To Be Held at 2:00 P.M., Pacific Time, Thursday, May 17, 2012
This Proxy Statement is being furnished to you in connection with the solicitation of proxies by the Board of
Directors of Pacific Mercantile Bancorp, a California corporation (the Company), for use at the 2012 Annual Meeting of Shareholders, which will be held on Thursday, May 17, 2012, at 2:00 P.M., Pacific Time, at the Fairmont
Hotel, 4500 MacArthur Boulevard, Newport Beach, California 92660, and at any adjournments or postponements thereof. This Proxy Statement and the accompanying proxy card are first being mailed to shareholders on or about April 20, 2012.
As a matter of convenience, in this Proxy Statement we will refer to Pacific Mercantile Bancorp as the
Company or we, us or our and our 2012 Annual Meeting of Shareholders as the Annual Meeting or the Meeting.
The proxy materials for the Annual Meeting, including this Proxy Statement and the Proxy Card, will also be available to our shareholders
on the internet at http://www.edocumentview.com/PMBC, beginning on or about April 18, 2012.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO READ THIS PROXY STATEMENT AND PROVIDE US WITH YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE.
Some shareholders may have their shares registered in different names or hold shares in different capacities. For example, a shareholder may have some shares registered in his or her name, individually,
and others in his or her capacity as a custodian for minor children or as a trustee of a trust.
If, in that event, you want
of your votes to be counted, please be sure to vote in each of those capacities.
Who May Vote?
you were a holder of shares of common stock, or of any shares of our Series B Convertible 8.4% Noncumulative Preferred Stock (Series B Preferred Stock or Series B Shares) on the records of the Company at the close
of business on April 11, 2012 (the Record Date), you may vote at the 2012 Annual Meeting. On that day, a total of 14,559,435 shares of stock were entitled to be voted, comprised of (i) 12,454,173 shares of our common stock that
were outstanding on that date, and (ii) 2,105,262 shares of common stock which may be acquired upon conversion of the 112,000 shares of our Series B Preferred Stock outstanding as of the Record Date, voting together as a single class.
How Many Votes Do I Have?
Each share of common stock (including those which may be acquired on conversion of the Series B Shares) is entitled to one vote; except that if any shareholder in attendance at the Annual Meeting
announces, prior to the
voting, an intention to cumulate votes in the election of directors, then all shareholders will be entitled to cumulate votes in that election. In an election of directors held by cumulative
voting, each shareholder is entitled to cast a number of votes that is equal to the number of directors to be elected (which at this Annual Meeting will be nine), multiplied by the number of shares that the shareholder is entitled to vote at the
Meeting, and to cast all of those votes for a single nominee or to distribute them among any number or all of the nominees in such proportions as the shareholder may choose.
How Do I Vote?
Voting by Telephone
. You may vote by calling the toll-free telephone number and following the instructions printed on your proxy card. The
deadline for voting by telephone is May 17, 2012, at 1:00 A.M., Pacific Time. If you vote by telephone, you do not need to return your proxy card.
Voting on the Internet
. You may vote on the Internet by accessing the website address and following the instructions printed on your proxy card.
The deadline for voting on the Internet is May 17, 2012 at 1:00 A.M., Pacific Time. If you vote on the Internet, you do not need to return your proxy card.
Voting by Mail
. You may vote by completing, signing and returning your proxy card by mail. To vote in this manner, please mark, date and sign
the enclosed proxy card and return it by mail in the accompanying postage-prepaid envelope. In order to assure that your shares will be voted, you should mail your signed proxy card in sufficient time for it to be received by May 16, 2012. If
your shares are registered in different names or you hold your shares in more than one capacity, you will receive more than one proxy card. In that case, if you choose to vote by mail and you want all of your shares voted, please complete each proxy
card that you receive and return it in its own postage prepaid envelope.
Voting in Person
. Even if you have voted by one of the methods described above, you may still attend and vote your shares in person at the
Annual Meeting, if you are the record owner of those shares. If you do attend and vote your shares in person at the Annual Meeting, after having voted by any of the methods described above, only your last vote will be counted. Directions to the
Annual Meeting may be found at http://pmbank.com/InvestorRelations/Events.
Voting by telephone or over the
Internet are the most convenient and best methods for assuring that your shares will be voted in accordance with your wishes at the Annual Meeting.
How Will The Board Vote My Proxy?
If you grant us your proxy to vote
your shares (whether by telephone or over the Internet or by completing, signing and returning your proxy card by mail), and you do not revoke that proxy, prior to the Annual Meeting, your shares will be voted as directed by you. If you do not
provide any specific direction as to how your shares should be voted, your shares will be voted
the election of the Directors nominated by the Board and
approval of the Bylaw amendment to increase the
authorized number of directors to a minimum of 7 and a maximum of 13.
If any other matter should be presented at the
Annual Meeting upon which a vote may properly be taken, the shares represented by your proxy will be voted in accordance with the judgment of the holders of the proxy. However, if your shares are held in a brokerage account or by a nominee, please
read the information below under caption Voting Shares Held by Brokers, Banks and Other Nominees regarding how your shares may be voted.
Voting Shares Held by Brokers, Banks and Other Nominees
If your shares are
held in a brokerage account or by a nominee holder, you are deemed to be the beneficial owner of those shares, holding them in street name. In that event, the broker or other nominee holder is deemed to be the record owner of
your shares. Under rules applicable to securities brokerage firms, a broker who
holds shares in street name for a customer does not have the authority to vote those shares on any non-routine proposal, such as the two Proposals to be voted at the
Annual Meeting, except in accordance with voting instructions received from the customer.
Therefore, if you hold your shares
in street name and want your shares to be voted, you must give voting instructions to your broker, bank or other intermediary who is the nominee holder of your shares. We ask brokers, banks and other nominee holders to obtain voting
instructions from the beneficial owners of our common stock. Proxies that are returned to us by brokers, banks or other nominee holders on your behalf will count toward a quorum and will be voted in accordance with the voting instructions you have
sent to your broker or bank or other nominee holder. If, however, you want to attend and vote your shares in person at the Annual Meeting, you will need to obtain a legal proxy or brokers proxy card from your broker or other nominee holder and
bring it with you to the Meeting. If you fail to provide voting instructions to, and you do not obtain a legal proxy or brokers proxy from, your broker or other nominee, your shares will not be voted.
. Our Bylaws require that a quorum that is, the holders of a majority of all of the shares entitled to vote at the Annual Meeting be present, in person or by proxy, before any business may be transacted at the Meeting
(other than adjourning the Meeting to a later date to allow time to obtain additional proxies to satisfy the quorum requirement).
Election of Directors
(Proposal No. 1). A plurality of the votes cast is required for the election of Directors. This means that the nine nominees for election to the Board who receive the
highest number of votes cast will be elected. As a result, any shares voted to Withhold Authority will not have any effect on the outcome of the election. However, shares voted to Withhold Authority are considered present at the meeting
for purposes of determining whether a quorum is present.
Approval of Bylaw Amendment to Increase the Authorized Number of
(Proposal No. 2). Approval of this Proposal requires the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, inclusive of the shares which the holders of the Series B Preferred Shares are
entitled to vote on an as-if converted basis, voting together with our common shareholders as a single class. Shares voted against and abstentions will be counted as votes against approval of this Proposal and, as a result, can affect
the outcome of the vote on this Proposal.
How You Can Revoke Your Proxy or Voting Instructions and Change Your Vote
If you are the record owner of your shares, you may revoke any vote you may have made on the Internet or by telephone or any proxy you may
have returned by mail, at any time before your vote has been cast or your proxy has been voted, by taking one of the following actions:
attending the Annual Meeting and voting in person;
completing, signing and submitting a signed proxy card bearing a later date than the date of your earlier vote or proxy; or
sending a written revocation of your proxy to the Companys Corporate Secretary at 949 South Coast Drive, Third Floor, Costa Mesa, California
92626. To be effective, the notice of revocation must be received by the Company before the Annual Meeting commences. If, after revoking your proxy in this manner, you want to vote your shares, you may do so only by one of the methods set forth
over the Internet or by phone.
However, if your shares are held by a broker or
other nominee holder, you will need to contact your broker or the nominee holder if you wish to revoke your proxy or voting instructions that you previously gave to your broker or other nominee holder.