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Heritage Commerce Corp 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Heritage Commerce Corp’s Form 8-K, filed March 27, 2026 (Item 5.07 on EDGAR). Page generated November 1, 2026.

  • 5Reported items
  • 233Asset managers
  • 836Fund votes
  • March 26, 2026Meeting date

Results at a glance

Meeting of March 26, 2026: 3 items on Heritage Commerce Corp’s Form 8-K, filed March 27, 2026: 3 approved.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

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 March 27, 2026 (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 March 26, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
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 stock, other 42,403,674114,518287,597 --0 99.7%Approved—
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 contemplated 32,622,9199,219,597963,273 --0 78%Approved—
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 any suppl 40,827,7311,152,394825,664 --0 97%Approved—

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

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

Each item below shows how the 233 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. 1. Merger Proposal The proposal to approve the principal terms of the Merger Agreement and the transactions…

Official resultEXTRAORDINARY TRANSACTIONSReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

99.7% Approved · of votes cast

FOR 99.7%
FOR: 42,403,674AGAINST: 114,518
Details: description as filed, official tally, votes by 67 asset managers

Description as filed by funds: 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 stock, other than excluded shares, in exchange for the right to receive 0.65 shares of CVBF common stock (the "Heritage merger proposal").

Heritage Commerce Corp’s own tally for this item (“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 outstandi”): 42,403,674 for, 114,518 against — passed, per its Form 8-K filed March 27, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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 stock, other than excluded shares, in exch…”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 67 asset managers below reported 15,886,849 for, 243,810 abstained.

FOR
FOR: 15,886,849ABSTAIN: 243,810
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.

2. Approve Merger Agreement

No official matchEXTRAORDINARY TRANSACTIONS

100% of fund votes cast · no official result

FOR
Details: votes by 2 asset managers

The 2 asset managers below reported 832,015 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

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

3. 3. Adjournment Proposal The proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional…

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 40,827,731AGAINST: 1,152,394
Details: description as filed, official tally, votes by 69 asset managers

Description as filed by funds: 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 proposal").

Heritage Commerce Corp’s own tally for this item (“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 mer”): 40,827,731 for, 1,152,394 against — passed, per its Form 8-K filed March 27, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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 any supplement or amendment to the Join…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 69 asset managers below reported 16,665,674 for, 296,999 against, 1 abstained.

FOR
FOR: 16,665,674AGAINST: 296,999ABSTAIN: 1
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 10For
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 00Mixed
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.

4. 2. Merger-Related Compensation Proposal The proposal to approve, on a non-binding, advisory basis, the compensation…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

78% Approved · of votes cast

FOR 78%AGAINST
FOR: 32,622,919AGAINST: 9,219,597
Details: description as filed, official tally, votes by 227 asset managers

Description as filed by funds: 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").

Heritage Commerce Corp’s own tally for this item (“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 ”): 32,622,919 for, 9,219,597 against — passed, per its Form 8-K filed March 27, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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 contemplated by the Merger Agreement, was …”
Support: 78% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 67 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
BlackRock3,452,0760 00For
Vanguard2,965,5004,541 10For
Fidelity1,371,0710 00For
Dimensional01,209,784 00Against
John Hancock1,140,3346,790 00For
American Century01,023,826 00Against
Investment Managers Series Trust II921,2860 00For
Charles Schwab505,6180 00For
RBB FUND, INC.292,4500 00For
Prudential/PGIM255,6399,512 00For
EA Series Trust0243,810 00Against
HOTCHKIS & WILEY FUNDS /DE/231,6000 00For
WisdomTree182,5740 00For
Principal156,6470 00For
Equitable98,10736,160 00Mixed
TIAA0133,204 00Against
BRIDGEWAY FUNDS INC132,4640 00For
Brighthouse27,54197,997 00Mixed
Lincoln Financial81,69440,914 00Mixed
New York Life111,1630 00For
Columbia Threadneedle108,9750 00For
Goldman Sachs103,7960 00For
AIG/SunAmerica103,0760 00For
QUANTITATIVE MASTER SERIES LLC102,2270 00For
AllianceBernstein090,390 00Against

Fund voting reports, all 67 managers: 13,052,786 for, 3,077,872 against, 1 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 179 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
BlackRock4,064,08020,245 00For
GEODE CAPITAL MANAGEMENT, LLC1,543,9040 00For
HoldCo Asset Management, LP01,528,505 00Against
Boston Partners1,466,1860 00For
John Hancock1,223,3770 00For
American Century01,050,351 00Against
AQR1,007,7820 00For
KENNEDY CAPITAL MANAGEMENT LLC967,2180 00For
BALYASNY ASSET MANAGEMENT L.P.0886,306 00Against
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC856,6740 00For
AllianceBernstein0518,671 00Against
Charles Schwab506,7210 00For
Northern Trust476,9840 00For
Goldman Sachs469,8320 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP469,1860 00For
Vanguard464,0800 00For
SummitTX Capital, L.P.385,8680 00For
Renaissance349,6290 00For
Dimensional0287,682 00Against
PACIFIC INVESTMENT MANAGEMENT CO LLC283,6000 00For
JACOBS ASSET MANAGEMENT, LLC250,0000 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC0238,165 00Against
Two Sigma212,7460 00For
State of New Jersey Common Pension Fund D210,6310 00For
MELLON INVESTMENTS Corp208,5360 00For

Institutional-manager reports, all 179 managers: 17,195,231 for, 5,680,356 against, 3,016 abstained. Showing the 25 largest; see all in the interactive database.

5. Advisory Vote on Golden Parachutes

No official matchSECTION 14A SAY-ON-PAY VOTES

8% of fund votes cast · no official result

AGAINST
Details: votes by 6 asset managers

The 6 asset managers below reported 67,432 for, 769,065 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 67,432AGAINST: 769,065
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

Largest Heritage Commerce Corp shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 61,368,708 shares outstanding at the time of that meeting.

Fund voting reports: top Heritage Commerce Corp shareholders by shares voted on “A proposal to adjourn the Heritage special meeting, if necessary or appropriate, to solicit…”, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 5.63%
2Vanguard 4.84%
3Fidelity 2.23%
4Dimensional 1.97%
5John Hancock 1.87%
6American Century 1.67%
7Investment Managers Series Trust II 1.50%
8JPMorgan 1.25%
9Charles Schwab 0.82%
10RBB FUND, INC. 0.48%
Institutional-manager reports: top Heritage Commerce Corp shareholders by shares voted on “A proposal to approve, on a non- binding, advisory basis, the compensation that may be paid or…”, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 6.66%
2GEODE CAPITAL MANAGEMENT, LLC 2.52%
3HoldCo Asset Management, LP 2.49%
4Boston Partners 2.39%
5John Hancock 1.99%
6American Century 1.71%
7AQR 1.64%
8KENNEDY CAPITAL MANAGEMENT LLC 1.58%
9BALYASNY ASSET MANAGEMENT L.P. 1.44%
10HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC 1.40%

Reported Heritage Commerce Corp holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

Heritage Commerce Corp holdings and ownership disclosed 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 December 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), 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 December 31, 2025. This page is a static snapshot rebuilt weekly on November 1, 2026; a live search always shows the current data.

At Heritage Commerce Corp's shareholder meeting held March 26, 2026, in the 2025-2026 proxy season, 233 asset managers reported how they voted in their SEC Form N-PX filings, covering 836 separate fund positions. Their filings are grouped here into 5 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… — Heritage Commerce Corp's filing reports the proposal as approved, with 78% support 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). Source: Heritage Commerce Corp's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on March 27, 2026.

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

Download data (CSV): ballot items · votes by manager · column guide.