Current Report Filing (8-k)
30 Oktober 2019 - 11:15AM
Edgar (US Regulatory)
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12/31
0001102112
2019-10-24
2019-10-25
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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) October 25, 2019
PacWest Bancorp
(Exact name of registrant as specified
in its charter)
Delaware
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001-36408
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33-0885320
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(State of
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(Commission File Number)
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(IRS Employer
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Incorporation)
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Identification No.)
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9701 Wilshire Boulevard, Suite 700,
Beverly Hills, California 90212
(Address of principal executive offices
and zip code)
(310) 887-8500
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Securities registered pursuant to Section 12(b) of
the Act:
Common Stock, par value $0.01 per share
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PACW
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The Nasdaq Stock Market, LLC
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(Title of Each Class)
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(Trading Symbol)
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(Name of Exchange on Which Registered)
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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 (see
General Instruction A.2. below):
¨ 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))
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) of 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 5.02 Departure
of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 25, 2019, the board of directors (the “Board”)
of PacWest Bancorp (the “Company”) increased the size of the Board by one to thirteen members and appointed Arnold
W. Messer to serve on the Board until such time as his successor is duly elected and qualified or until his earlier resignation
or removal. Mr. Messer will serve as a member of the Board’s Asset/Liability Management Committee. The Board of the Company
and the Board of Pacific Western Bank, the principal operating subsidiary of the Company, will now be comprised of the same board
members.
Mr. Messer has served as a director of Pacific Western Bank
since 2014. From 2004 to 2014, Mr. Messer served on the Company’s Board as a member of the Compensation, Nominating and Governance
Committee.
Compensatory arrangements for Mr. Messer
will be consistent with the Company’s previously disclosed standard arrangements for non-employee directors. Such arrangements
are described in the Company’s proxy statement for its 2019 annual meeting filed with the Securities and Exchange Commission
on March 28, 2019, which descriptions are incorporated herein by reference.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 25, 2019, the Board approved the Second Amended and
Restated Bylaws of the Company (the “Bylaws”). A copy of the Bylaws is included as Exhibit 3.5 to this Current Report
on Form 8-K.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit 3.5 Second Amended and Restated Bylaws of PacWest Bancorp
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURE
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.
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PacWest Bancorp
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Date: October 29, 2019
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By:
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/s/ Kori L. Ogrosky
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Name:
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Kori L. Ogrosky
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Title:
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Executive Vice President, General Counsel & Corporate Secretary
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