Current Report Filing (8-k)
14 Februar 2020 - 10:55PM
Edgar (US Regulatory)
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2020-02-11
2020-02-12
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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) February 12, 2020
PacWest Bancorp
(Exact name of registrant as specified in
its charter)
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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 Blvd., 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:
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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) 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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2020, the Board of Directors
(the “Board”) of PacWest Bancorp (the “Company”), upon the recommendation of the Compensation,
Nominating and Governance Committee (the “Committee”) of the Board, terminated the PacWest Bancorp Executive
Severance Pay Plan (the “Prior Plan”) and, in its place, adopted the PacWest Bancorp Change in Control Severance
Plan (the “New CIC Severance Plan”), which became effective that same day.
Like the Prior Plan, the New CIC Severance
Plan provides for the payment of severance benefits to designated senior executives and key employees of the Company who experience
a termination of employment (i) by the Company without cause or (ii) by the participant with good reason, in each case during the
two-year period following a change in control or, in certain circumstances, the ninety (90) day period preceding a change in control.
The New CIC Severance Plan terms are generally
consistent with the Prior Plan terms. The calculation of severance benefits under the New CIC Severance Plan is equal to the severance
multiple times the sum of (1) base salary and (2) the greater of target bonus or the average of the bonuses actually paid in respect
of the prior three calendar years. In addition, certain defined terms have been updated.
Each of the Company’s named executive
officers has been designated a New CIC Severance Plan participant, and the Company maintained the same severance multiple that
was applicable to each named executive officer under the Prior Plan.
The foregoing description of the New CIC
Severance Plan is not complete and is qualified in its entirety by reference to the New CIC Severance Plan, a copy of which is
filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 8.01. Other Events.
Stock Repurchase Program
On February 12, 2020, the Board authorized
a new stock repurchase program, effective March 1, 2020, to repurchase Company common shares with an aggregate purchase price not
to exceed $200 million and with a program maturity date of February 28, 2021. The maturity date of the Company’s existing
stock repurchase program is February 29, 2020.
Since the existing program inception in
October 2016 through December 31, 2019, the Company repurchased approximately 12.6 million shares at an aggregate cost of approximately
$588.5 million. In 2020, through February 12, 2020, the Company repurchased an additional approximately 1.3 million shares at an
aggregate cost of approximately $46.4 million.
The common stock repurchases may be effected
through open market purchases or in privately negotiated transactions and may utilize any derivative or similar instrument to effect
share repurchase transactions (including, without limitation, accelerated share repurchase contracts, equity forward transactions,
equity option transactions, equity swap transactions, cap transactions, collar transactions, floor transactions or other similar
transactions, or any combination of the foregoing transactions). The amount and exact timing of any repurchases will depend upon
market conditions and other factors. There are no assurances the Company will repurchase any shares during the term of the new
stock repurchase program, and the new stock repurchase program may be suspended or discontinued at any time.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
* Certain exhibits have been omitted and the Company
agrees to furnish supplementary to the SEC a copy of any omitted exhibits upon request.
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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Date: February 14, 2020
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By:
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/s/ Bart R. Olson
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Name: Bart R. Olson
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Title: Executive Vice President and Chief Accounting Officer
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