Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 28, 2009, the shareholders at the Annual Meeting of Heritage Commerce Corp ("Company") approved the Company's Amended and Restated 2004 Equity Plan. A copy of the plan is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Also at the Annual Meeting the following directors were elected for one year terms that expire at the 2010 Annual Meeting: Frank G. Bisceglia, James R. Blair, Jack W. Conner, Celeste V. Ford, John J. Hounslow, Walter T. Kaczmarek, Mark E. Lefanowicz, Robert T. Moles, Humphrey P. Polanen, Charles J. Toeniskoetter and Ranson W. Webster.

Item 8.01 Other Events

At the Annual Meeting of Shareholders, the shareholders approved an advisory proposal approving the Company's executive compensation and ratified the selection of Crowe Horwath LLP as the Company's independent registered public accounting firm for 2009.