UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 25~~August 22, 2022

BankGuam Holding Company

(Exact name of registrant as specified in its charter)

Guam

000-54483

66-0770448

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

111 W. Chalan Santo Papa

Hagatna, Guam

96910

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (671) 472-5300

Check the appropriate box below if the Form 8-K filing is intended 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 (17 CFR 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 Section 12(b) of the Act:

Title of Each Class ~~Trading Symbol~~TradingSymbol(s) Name of Each Exchange on which Registered None N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) 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. ☐

Item 58.0701. ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

OnAt ~~July~~its meeting on August 2522, 2022, ~~BankGuam~~the ~~Holding~~Board ~~Company~~of (Directors of the “Company”) ~~held~~declared ~~its~~a ~~2022~~quarterly ~~Annual~~cash ~~Meeting~~dividend of ~~Stockholders (the “Annual Meeting”)~~$0.10 Asper ofshare ~~the record date~~ for the ~~Annual~~holders ~~Meeting,~~of ~~there~~its ~~were~~common ~~9,745,309~~stock ~~shares~~and ~~entitled~~a todividend ~~vote~~payment ~~on all matters presented~~ to the ~~Company’s~~holders ~~stockholders at the Annual Meeting. Votes representing approximately 68.38%~~ of the Company’s ~~common~~7.08% ~~stock~~Floating ~~were~~Rate ~~present~~Noncumulative inPreferred ~~person~~Stock, orSeries ~~represented by proxy at the Annual Meeting~~A. The ~~following~~Company ~~are~~issued ~~the~~a ~~voting~~press ~~results~~release ofon ~~each~~August 26, ~~matter~~2022 ~~submitted~~regarding to the ~~Company’s~~dividend ~~stockholders at the Annual Meeting~~payments. The ~~following~~dividends ~~matters~~will ~~were~~be ~~considered~~paid ~~and~~on ~~voted upon~~September 30, ~~with~~2022 ~~all~~to ~~nominated~~shareholders ~~directors~~of ~~being~~record ~~elected~~on ~~and~~September 15, ~~all other proposals being approved~~2022.

~~Proposal~~A Nocopy of the press release is furnished as Exhibit 99. 1: ~~Election~~to ofthis ~~Directors~~Form 8-K and is incorporated herein by reference.

~~The~~Item ~~stockholders~~9.01. ~~elected~~Financial ~~each~~Statements ofand ~~the four (4) following Class II Directors to hold office for a term of three years:~~ Exhibits.

Director	Shares For	SharesWithheld	BrokerNon-Votes
Patricia P. Ada	6,604,764	5,238	53,622
Frances L.G. Borja	6,581,340	28,662	53,622
Mark J. Sablan	6,604,028	5,974	53,622
Roger P. Crouthamel	6,560,710	49,292	53,622

(d)

Exhibits.

Proposal 2: To vote to approve an amendment to the Company’s Articles of Incorporation, whereby the Company will effect a 1-for-500 reverse stock split.


Exhibit No.		Exhibit

99.1		Press Release dated August 26, 2022

104		Cover Page Interactive Data File (embedded within WBRL document).

Shares For		Against		Abstain		Broker Non-Votes
6,388,964		118,306		156,354		0

Proposal 3: Ratification of Selection of Baker Tilly US, LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2022.

Shares For		Against		Abstain		Broker Non-Votes
6,564,488		9,113		90,023		0

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.

	BankGuam Holding Company
Date: August 26, 2022	BankGuam Holding Company
Date: July 29, 2022	By:	/s/ JOAQUIN P.L.G. COOK
	By:	/s/ Joaquin P.L.G. Cook
		Joaquin P.L.G. Cook
		President and Chief Executive Officer
		President & Chief Executive Officer

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