Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 27, 2020, Bank of Marin Bancorp ("Bancorp") released its financial results for the year and quarter ended December 31, 2019. A copy of the press release is included as Exhibit 99.1.




Item 8.01 Other Events



Quarterly Cash Dividend

In the press release, Bancorp also announced that on January 24, 2020, its Board of Directors approved a quarterly cash dividend of $0.23 per share. The cash dividend is payable to shareholders of record at the close of business on February 7, 2020 and will be payable on February 14, 2020. A copy of the press release is attached to this report as Exhibit 99.1.

Share Repurchase Program

With the current share repurchase program nearing expiration, Bancorp's Board of Directors approved a new repurchase program on January 24, 2020 of up to $25 million of Bancorp's common stock (the "Repurchase Program"). Repurchases will not begin under this new program until Bancorp is no longer in a trading blackout or otherwise in possession of material non-public information and the program will continue through February 28, 2022.

Under the Repurchase Program, Bancorp may purchase shares of its common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions. The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at Bancorp's discretion. Factors include, but are not limited to, stock price, trading volume and general market conditions, along with Bancorp's general business conditions. The Repurchase Program may be suspended or discontinued at any time and does not obligate Bancorp to acquire any specific number of shares of its common stock.

As part of the Repurchase Program, Bancorp intends to enter into a trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The 10b5-1 trading plan would permit common stock to be repurchased at a time that Bancorp might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The 10b5-1 trading plan will be administered by an independent broker and will be subject to price, market volume and timing restrictions.




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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS





(d)  Exhibits.

Exhibit No. Description                               Page Number



99.1           Press Release dated January 27, 2020   1-9

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