14 unchanged sentences
Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements.
−Removed: Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Added: Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management's report on internal control over financial reporting is set forth in ITEM 8 and is incorporated herein by reference.
7 unchanged sentences
OTHER INFORMATION
+Added: Not applicable.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this Item is incorporated by reference from our Proxy Statement for the 2023 Annual Meeting of Shareholders.
+Added: Information required to be reported under ITEM 10 is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Shareholders.
Bancorp and the Bank have adopted a Code of Ethics that applies to all staff, including the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer.
−Removed: A copy of the Code of Ethical Conduct, which is also included on our website, will be provided to any person, without charge, upon written request to Corporate Secretary, Bank of Marin Bancorp, 504 Redwood Boulevard, Suite 100, Novato, CA 94947.
+Added: A copy of the Code of Ethical Conduct, which is also included on our website, will be provided to any person, without charge, upon written request to the Corporate Secretary, Bank of Marin Bancorp, 504 Redwood Boulevard, Suite 100, Novato, CA 94947.
During 2023, there were no changes in the procedures for the election or nomination of directors.
EXECUTIVE COMPENSATION
−Removed: The information required by this Item is incorporated by reference from our Proxy Statement for the 2023 Annual Meeting of Shareholders.
+Added: The information required by this Item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
−Removed: The information required by this Item is incorporated by reference from ITEM 5 above, Note 8 to our audited consolidated financial statements and our Proxy Statement for the 2023 Annual Meeting of Shareholders.
+Added: The information required by this Item is incorporated by reference to ITEM 5 above, Note 8 to our audited consolidated financial statements and to our Proxy Statement for the 2024 Annual Meeting of Shareholders.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this Item is incorporated by reference from our Proxy Statement for the 2023 Annual Meeting of Shareholders.
+Added: The information required by this Item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Shareholders.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 unchanged sentence
Portland, OR , PCAOB ID:
−Removed: The information required by this Item is incorporated by reference from our Proxy Statement for the 2023 Annual Meeting of Shareholders.
+Added: The information required by this Item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Shareholders.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
5 unchanged sentences
Consolidated Statements of Condition as of December 31, 2023 and 2022
−Removed: Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021
15 unchanged sentences
4.01 Description of Capital Stock
+Added: 10-K 001-33572 4.01 March 16, 2023
10.01 Employee Stock Ownership Plan
27 unchanged sentences
8-K 001-33572 10.4 December 21, 2022
−Removed: 14.01 Code of Ethical Conduct, dated December 16, 2021
−Removed: 10-K 001-33572 14.01 March 15, 2022
+Added: 14.01 Code of Ethical Conduct, dated October 20, 2023
23.01 Consent of Moss Adams LLP
3 unchanged sentences
§1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
+Added: Incentive Compensation Recovery Policy, dated October 2, 2023
101.INS Inline XBRL Instance Document Filed
29 unchanged sentences
March 14, 2024 /s/ Nicolas C.
−Removed: March 15, 2023 /s/ Steven I.
March 14, 2024 /s/ Russell A.
March 14, 2024 /s/ Charles D.
+Added: March 14, 2024 /s/ Cigdem Gencer
+Added: Cigdem Gencer
March 14, 2024 /s/ James C.
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.