OP Bancorp
For the period ended May 16, 2024. Filed May 16, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed May 16, 2024
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DEF 14A 1 opbk-20240516xdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials: |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule. |
May 16, 2024
Dear Shareholder:
You are cordially invited to attend the 2024 Annual Meeting of Shareholders, which will be held at 10 a.m., Pacific Daylight Time (PDT) on Thursday, June 27, 2024, at OP Bancorp’s offices, located at 1000 Wilshire Boulevard, Suite 500, Los Angeles, California 90017.
The accompanying Notice of Annual Meeting and proxy statement describe the business that will be conducted at the meeting and provide information about OP Bancorp. We have also enclosed our 2023 Annual Report.
The Company asks that any shareholders who do plan to attend the Annual Meeting please notify the Company at least 24 hours in advance of the Annual Meeting by contacting us at (213) 892-9999, emailing us at IRSupport@myopenbank.com or writing to OP Bancorp, 1000 Wilshire Blvd., Ste. 500, Los Angeles, California 90017, Attn: Investor Relations.
Your continued support is appreciated, and we hope you will attend the Annual Meeting. Whether or not you are personally present, it is very important that your shares be represented at the meeting. Accordingly, please sign, date, and promptly mail the enclosed proxy card. You may also vote electronically over the Internet or by telephone by following the instructions on the proxy card. If you attend the meeting and prefer to vote in person, you may do so.
Sincerely,
| Brian Choi | Min J. Kim |
|---|---|
| Chairman of the Board | President and Chief Executive Officer |
1000 Wilshire Boulevard, Suite 500, Los Angeles, California 90017
Telephone (213) 892-9999 ● www.myopenbank.com
1000 Wilshire Boulevard, Suite 500
Los Angeles, California, 90017
Notice of Annual Meeting of Shareholders
| Date and Time: | Thursday, June 27, 2024, at 10 a.m., Pacific Daylight Time (PDT). | |
|---|---|---|
| Place: | Company’s offices located at 1000 Wilshire Boulevard, Suite 500, Los Angeles, California 90017. | |
| Items of Business: | 1. | To elect 7 members of the Board of Directors, each for a term of one year; |
| 2. | To ratify the selection of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and | |
| 3. | To transact such other business as may properly come before the meeting, and any adjournment or postponement. | |
| Record Date: | You can vote if you are a shareholder of record on April 30, 2024. | |
| Mailing Date: | The proxy materials are being distributed to our shareholders on or about May 16, 2024, and include our Annual Report, Notice of Annual Meeting, this proxy statement, and proxy or voting instruction card. | |
| Important Notice Regarding the Internet Availability of Proxy Materials: | The proxy statement and Annual Report are available at www.myopenbank.com. Your Vote is Important. Please vote as promptly as possible by using the Internet or telephone or by signing, dating and returning the enclosed proxy card or voting instruction form.The Company asks that any shareholders who do plan to attend the Annual Meeting in person please notify the Company no later than May 31, 2024 by calling (213) 892-9999, emailing us at IRSupport@myopenbank.com or writing to OP Bancorp, 1000 Wilshire Blvd., Ste. 500, Los Angeles, California 90017, Attn: Investor Relations. This notification is requested as a courtesy: if you present proper documentation showing that you are a shareholder, you will not be denied entrance based on a lack of notice, but we would appreciate your consideration so that we can assure adequate seating and refreshments for all shareholders who plan to attend. | |
By Order of the Board of Directors,
Christine Y. Oh
Executive Vice President
and Corporate Secretary
May 16, 2024
Los Angeles, California
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS & ANSWERS | |
| Why did you send me this proxy statement? | 1 |
| Who is entitled to vote? | 1 |
| What constitutes a quorum? | 1 |
| How many votes do I have? | 1 |
| Is voting confidential? | 1 |
| How do I vote by proxy? | 1 |
| What do I have to do to vote my shares if they are held in the name of my broker? | 2 |
| What are the procedures for attending the Annual Meeting? | 2 |
| How do I vote in person? | 2 |
| May I vote electronically over the Internet or by telephone? | 3 |
| What is cumulative voting and how do I cumulate my shares? | 3 |
| May I change my vote after I return my proxy? | 3 |
| What if I receive multiple proxy cards? | 3 |
| What vote is required to approve each proposal? | 4 |
| How will voting on any other business be conducted? | 4 |
| BENEFICIAL OWNERSHIP OF COMMON STOCK | 5 |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 7 |
| Board of Directors | 7 |
| Code of Business Conduct and Business Ethics Policy | 10 |
| Reporting of Complaints/Concerns Regarding Accounting or Auditing Matters | 10 |
| INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS | 10 |
| The Board of Directors | 10 |
| Board Leadership Structure | 11 |
| Compensation Committee Interlocks and Insider Participation | 11 |
| Risk Management and Oversight | 11 |
| Committees of the Board | 11 |
| Executive Officers of the Company | 14 |
| Policies and Procedures Regarding Related Party Transactions | 15 |
| EXECUTIVE COMPENSATION | 17 |
| Summary Compensation Table | 18 |
| Chief Executive Officer Agreements | 18 |
| Management Incentive Plan | 19 |
| Benefits and Other Perquisites | 20 |
| Executive Change in Control Plan | 20 |
| 2021 Equity Incentive Plan | 22 |
| 2010 Equity Incentive Plan | 22 |
| Outstanding Equity Awards | 22 |
| Recovery of Erroneously Awarded Incentive Compensation | 22 |
| Director Compensation | 23 |
| PROPOSAL 1—ELECTION OF DIRECTORS | 24 |
| PROPOSAL 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 26 |
| OTHER BUSINESS | 28 |
| SHAREHOLDER PROPOSALS | 28 |
PROXY STATEMENT FOR OP BANCORP
2024 ANNUAL MEETING OF SHAREHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.