Home › Companies › Heritage Commerce Corp › 2025-2026

Heritage Commerce Corp 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Heritage Commerce Corp’s Form 8-K, filed 2026-03-27 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 6Reported items
  • 237Asset managers
  • 844Fund votes
  • 2026-03-26Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Heritage Commerce Corp in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Heritage Commerce Corp

These tallies are Heritage Commerce Corp’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2026-03-27 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Heritage Commerce Corp — official shareholder meeting results, meeting held 2026-03-26
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Proposal 1: Merger Proposal The proposal to approve the principal terms of the Merger Agreement and the transactions contemplated thereby, including the merger of Heritage with and into CVBF and the cancellation of each outstanding share of Heritage common sto 42,403,674114,518287,597 --0 Majority: yes
Proposal 2: Merger-Related Compensation Proposal The proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Heritage's named executive officers that is based on or otherwise relates to the transactions con 32,622,9199,219,597963,273 --0 Majority: yes
Proposal 3: Adjournment Proposal The proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the merger proposal or to ensure that 40,827,7311,152,394825,664 --0 Majority: yes

Source: Heritage Commerce Corp, Form 8-K, filed with the SEC on 2026-03-27 — read the filing on EDGAR.

How asset managers voted at the Heritage Commerce Corp 2025-2026 meeting

Each item below shows how the 237 asset managers that disclosed a Heritage Commerce Corp vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Heritage Commerce Corp’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. A proposal to approve, on a non- binding, advisory basis, the compensation that may be paid or become payable to Heritage's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (the "Heritage compensation proposal").

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2026-03-26.

Combines 8 wordings of this item as funds reported it.

78% Majority: yes · of votes cast

FOR 78%AGAINST 22%
FOR: 32,622,919AGAINST: 9,219,597

Heritage Commerce Corp’s own tally for this item (“Proposal 2: Merger-Related Compensation Proposal The proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Heritage's named executive officers that is based on or o”): 32,622,919 for, 9,219,597 against, per its Form 8-K filed 2026-03-27 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 61,368,708 outstanding shares: 53.2% for, 15% against (68% of the company cast a for/against vote).

The 227 asset managers below cast 78% of the shares they voted on this item FOR (30,248,018 for, 8,754,652 against).

FOR 78%AGAINST 22%
FOR: 30,248,018 (77.5%)AGAINST: 8,754,652 (22.4%)ABSTAIN: 3,017 (0.0%)
Largest asset managers voting on “A proposal to approve, on a non- binding, advisory basis, the compensation that may be paid or become payable ” at Heritage Commerce Corp, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock7,516,15620,245 00For
Vanguard3,429,5804,541 10For
John Hancock2,363,7116,790 00For
American Century02,074,177 00Against
GEODE CAPITAL MANAGEMENT, LLC1,543,9040 00For
HoldCo Asset Management, LP01,528,505 00Against
Dimensional01,497,466 00Against
Boston Partners1,466,1860 00For
Fidelity1,459,5870 00For
AQR1,016,1480 00For
Charles Schwab1,012,3390 00For
KENNEDY CAPITAL MANAGEMENT LLC967,2180 00For
Investment Managers Series Trust II921,2860 00For
BALYASNY ASSET MANAGEMENT L.P.0886,306 00Against
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC856,6740 00For
AllianceBernstein0609,061 00Against
Goldman Sachs573,6280 00For
Northern Trust510,9800 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP469,1860 00For
SummitTX Capital, L.P.385,8680 00For
Renaissance349,6290 00For
RBB FUND, INC.292,4500 00For
PACIFIC INVESTMENT MANAGEMENT CO LLC283,6000 00For
Prudential/PGIM259,1979,512 00For
JACOBS ASSET MANAGEMENT, LLC250,0000 00For

Showing the 25 largest of 227 asset managers. See all 227 in the interactive database.

2. A proposal to adjourn the Heritage special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Heritage merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Heritage shareholders (the "Heritage adjournment propo

CORPORATE GOVERNANCEMajority of the votes cast: yes

Meeting held 2026-03-26.

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 40,827,731AGAINST: 1,152,394

Heritage Commerce Corp’s own tally for this item (“Proposal 3: Adjournment Proposal The proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approv”): 40,827,731 for, 1,152,394 against, per its Form 8-K filed 2026-03-27 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 61,368,708 outstanding shares: 67% for, 2% against (68% of the company cast a for/against vote).

The 69 asset managers below cast 98% of the shares they voted on this item FOR (16,662,098 for, 296,999 against).

FOR 98%
FOR: 16,662,098 (98.2%)AGAINST: 296,999 (1.8%)
Largest asset managers voting on “A proposal to adjourn the Heritage special meeting, if necessary or appropriate, to solicit additional proxies” at Heritage Commerce Corp, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock3,452,0760 00For
Vanguard2,970,0401 00For
Fidelity1,371,0710 00For
Dimensional1,209,7840 00For
John Hancock1,147,1240 00For
American Century1,023,8260 00For
Investment Managers Series Trust II921,2860 00For
JPMorgan764,7150 00For
Charles Schwab505,6180 00For
RBB FUND, INC.292,4500 00For
Prudential/PGIM265,1510 00For
EA Series Trust0243,810 00Against
HOTCHKIS & WILEY FUNDS /DE/231,6000 00For
WisdomTree182,5740 00For
Principal156,6470 00For
Equitable134,2670 00For
TIAA133,2040 00For
BRIDGEWAY FUNDS INC132,4640 00For
Brighthouse125,5380 00For
Lincoln Financial79,57043,038 00For
New York Life111,1630 00For
Columbia Threadneedle108,9750 00For
Goldman Sachs103,7960 00For
AIG/SunAmerica103,0760 00For
QUANTITATIVE MASTER SERIES LLC102,2270 00For

Showing the 25 largest of 69 asset managers. See all 69 in the interactive database.

3. A proposal to approve the principal terms of the Agreement and Plan of Reorganization and Merger, dated as of December 17, 2025, by and between Heritage Commerce Corp ("Heritage") and CVB Financial Corp ("CVBF") (the "merger agreement"), and the transactions contemplated thereby, including the merger of Heritage with and into CVBF and the cancellation of each outstanding share of Heritage common s

EXTRAORDINARY TRANSACTIONSMajority of the votes cast: yes

Meeting held 2026-03-26.

Combines 5 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%
FOR: 42,403,674AGAINST: 114,518

Heritage Commerce Corp’s own tally for this item (“Proposal 1: Merger Proposal The proposal to approve the principal terms of the Merger Agreement and the transactions contemplated thereby, including the merger of Heritage with and into CVBF and the cancellation of each ”): 42,403,674 for, 114,518 against, per its Form 8-K filed 2026-03-27 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 61,368,708 outstanding shares: 69% for, 0.2% against (69% of the company cast a for/against vote).

The 67 asset managers below cast 100% of the shares they voted on this item FOR (15,883,273 for, 0 against).

FOR 98%
FOR: 15,883,273 (98.5%)ABSTAIN: 243,810 (1.5%)
Largest asset managers voting on “A proposal to approve the principal terms of the Agreement and Plan of Reorganization and Merger, dated as of ” at Heritage Commerce Corp, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock3,452,0760 00For
Vanguard2,970,0420 00For
Fidelity1,371,0710 00For
Dimensional1,209,7840 00For
John Hancock1,147,1240 00For
American Century1,023,8260 00For
Investment Managers Series Trust II921,2860 00For
Charles Schwab505,6180 00For
RBB FUND, INC.292,4500 00For
Prudential/PGIM265,1510 00For
EA Series Trust00 243,8100Abstain
HOTCHKIS & WILEY FUNDS /DE/231,6000 00For
WisdomTree182,5740 00For
Principal156,6470 00For
Equitable134,2670 00For
TIAA133,2040 00For
BRIDGEWAY FUNDS INC132,4640 00For
Brighthouse125,5380 00For
Lincoln Financial122,6080 00For
New York Life111,1630 00For
Columbia Threadneedle108,9750 00For
Goldman Sachs103,7960 00For
AIG/SunAmerica103,0760 00For
QUANTITATIVE MASTER SERIES LLC102,2270 00For
AllianceBernstein90,3900 00For

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

4. Advisory Vote on Golden Parachutes

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2026-03-26.

8% fund support · no official result

8%AGAINST 92%

The 6 asset managers below cast 8% of the shares they voted on this item FOR (67,432 for, 769,065 against).

FOR: 67,432 (8.1%)AGAINST: 769,065 (91.9%)
Largest asset managers voting on “Advisory Vote on Golden Parachutes” at Heritage Commerce Corp, 2025-2026
Asset managerForAgainst AbstainWithheldVote
JPMorgan0764,715 00Against
Empower67,3000 00For
APG Asset Management US Inc.03,970 00Against
Impact Investors, Inc0380 00Against
Colony Family Offices, LLC690 00For
Coyle Financial Counsel LLC630 00For

5. Advisory proposal on 2024 executive compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-05-22 (outside the 2025-2026 season's 1 July to 30 June window; reported in this season's filings).

98% Majority: yes · of votes cast

FOR 98%
FOR: 44,256,523AGAINST: 968,162

Heritage Commerce Corp’s own tally for this item (“Proposal 3: Advisory Vote on Executive Compensation The consideration of an advisory proposal on the compensation of the Company's named executive officers, as described in the Compensation Discussion and Analysis, the c”): 44,256,523 for, 968,162 against, per its Form 8-K filed 2025-05-27 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 61,368,708 outstanding shares: 72% for, 2% against (74% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (19,060 for, 0 against).

FOR 100%
FOR: 19,060 (100.0%)
Largest asset managers voting on “Advisory proposal on 2024 executive compensation.” at Heritage Commerce Corp, 2025-2026
Asset managerForAgainst AbstainWithheldVote
OSBORNE PARTNERS CAPITAL MANAGEMENT, LLC17,2600 00For
GLENMEDE FUND INC1,8000 00For

6. Approve Merger Agreement

EXTRAORDINARY TRANSACTIONS

Meeting held 2026-03-26.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (832,015 for, 0 against).

FOR: 832,015 (100.0%)
Largest asset managers voting on “Approve Merger Agreement” at Heritage Commerce Corp, 2025-2026
Asset managerForAgainst AbstainWithheldVote
JPMorgan764,7150 00For
Empower67,3000 00For

Largest Heritage Commerce Corp shareholders voting in 2025-2026

Ranked by the number of Heritage Commerce Corp shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 61,368,708 shares outstanding at the time of that meeting.

Top Heritage Commerce Corp shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 12.28%
2Vanguard 5.60%
3John Hancock 3.86%
4American Century 3.38%
5GEODE CAPITAL MANAGEMENT, LLC 2.52%
6HoldCo Asset Management, LP 2.49%
7Dimensional 2.44%
8Boston Partners 2.39%
9Fidelity 2.38%
10AQR 1.66%

Reported Heritage Commerce Corp ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Heritage Commerce Corp beneficial owners on record for the 2025-2026 proxy season
Holder % outstanding Disclosure
BlackRock 13.36% 13F
Vanguard Group 5.61% 13F
Dimensional Fund Advisors 5.53% 13F
FJ Capital Management LLC 5.51% DEF14A
State Street 3.94% 13F
JPMorgan Chase 2.35% 13F
Goldman Sachs 1.81% 13F
Northern Trust 0.88% 13F
Jason DiNapoli 0.62% DEF14A
Robertson Clay Jones 0.48% DEF14A

Percentages above are of 61,368,708 shares outstanding, as reported by Heritage Commerce Corp on its Form 10-K dated 2025-12-31 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Heritage Commerce Corp’s 10-K dated 2025-12-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Heritage Commerce Corp's shareholder meeting held 2026-03-26, in the 2025-2026 proxy season, 237 asset managers reported how they voted in their SEC Form N-PX filings, covering 844 separate fund positions. Their filings are grouped here into 6 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — A proposal to approve, on a non- binding, advisory basis, the compensation that may be paid or… — FOR was 78% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Heritage Commerce Corp's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2026-03-27.

Heritage Commerce Corp proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).