Form 8-K/A - Current report: [Amend]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549 

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 19, 2024

Bank of Marin Bancorp

(Exact name of Registrant as specified in its charter)

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)

Registrant’s telephone number, including area code:  [phone]

Not Applicable

(Former name or former address, if changes since last report)

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:
			☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
			☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐ Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

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

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).
			Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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EXPLANATORY NOTE

The Registrant is amending its Current Report on Form 8-K filed on July 25, 2024, to reflect an agreement entered into with its former executive on August 13, 2024, to provide certain severance benefits in connection with the termination.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously disclosed, on July 19, 2024, Registrant’s wholly owned subsidiary, Bank of Marin (“Bank”) terminated the employment of Nicolette Sloan, Executive Vice President and Head of Growth & Strategy at the Bank, as part of a broader reduction in force.

The Bank and Ms. Sloan subsequently entered into a group separation and release agreement effective August 13, 2024, in connection with the previously announced termination, pursuant to which Ms. Sloan is entitled to six months' pay in the form of salary continuation, minus applicable deductions and withholdings, six months reimbursement of COBRA premiums, and outplacement services in exchange for her release of any claims and rights in favor of Bank and Registrant related to her employment to the fullest extent permitted by law.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

August 16, 2024

BANK OF MARIN BANCORP

By:

/s/ Tani Girton

Tani Girton

Executive Vice President

and Chief Financial Officer

Cover	Jul. 19, 2024
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	Jul. 19, 2024
Entity Registrant Name	Bank of Marin Bancorp
Entity Incorporation, State or Country Code	CA
Entity File Number	001-33572
Entity Tax Identification Number	20-8859754
Entity Address, Address Line One	504 Redwood Blvd.
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Novato
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94947
City Area Code	415
Local Phone Number	763-4520
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, no par value and attached Share Purchase Rights
Trading Symbol	BMRC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001403475
Amendment Flag	false

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