---
schema_version: "secwatch.filing_event.v1"
accession: "0001403475-23-000023"
form_type: "8-K"
ticker: "BMRC"
cik: "0001403475"
company_name: "Bank of Marin Bancorp"
filed_at: "2023-04-26T23:59:59+00:00"
generated_at: "2026-06-16T12:18:15.218195+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.45
confidence: "high"
source: SEC EDGAR
---

# Bank of Marin amends Kelly Trust agreement, extends restricted period, confirms board nominee

## Summary
- Sanjiv Sanghvi confirmed as continuing Kelly Trust Nominee; appointed to Bank of Marin Board and Asset/Liability Management Committee.
- Restricted period extended by about one year, now referencing 2024 Annual Meeting.
- Board size maintained at 12 directors (including Kelly Trust Nominee) through 2024 Annual Meeting.
- Kelly Trust Nominee to serve on Compensation, Nominating & Governance, and ALCO committees; observer on Executive Committee.
- Company to reimburse Kelly Trust Parties up to $15,000 for fees incurred in connection with the amendment.

## SEC filing metadata
- accession: 0001403475-23-000023
- form_type: 8-K
- ticker: BMRC
- cik: 0001403475
- company_name: Bank of Marin Bancorp
- filed_at: 2023-04-26T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.45
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1403475/000140347523000023/0001403475-23-000023-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1403475/000140347523000023/bmrc-20230425.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001403475-23-000023
- JSON: https://secwatch.observer/filing/0001403475-23-000023.json
- Plain text: https://secwatch.observer/filing/0001403475-23-000023.txt

## Key facts
- Material Agreements
  Bank of Marin Bancorp amended Amendment Number Two with Shawn Devlin and Riley Gardner (the Kelly Trust Parties) (effective 2023-04-26).
  - Action: amendment
  - Counterparty: Shawn Devlin and Riley Gardner (the Kelly Trust Parties)
  - Effective: 2023-04-26
  source text: Bank of Marin Bancorp (Nasdaq: BMRC) (the “Company”) announced April 26, 2023, that the Company and Shawn Devlin and Riley Gardner (Devlin and Gardner collectively, the “Kelly Trust Parties”) have amended that certain previously disclosed agreement dated May 10, 2021 (the “Agreement”), previously amended by Amendment Number One dated March 31, 2022 (collectively, the “Amended Agreement”). Under the Amendment Number Two (the “Amendment”), among other things, Sanjiv Sanghvi was confirmed as the continuing Kelly Trust Nominee (including as one of the Board’s nominees for the 2023 Annual Meeting of Shareholders), appointed to the Bank of Marin Board of Directors and seated on the Bank of Marin Asset/Liability Management Committee, and the “Restricted Period” was extended by approximately one year.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1403475/000140347523000023/0001403475-23-000023-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.