Current Report Filing (8-k)
13 Mai 2022 - 11:02PM
Edgar (US Regulatory)
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2022-05-10
2022-05-10
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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)
May 13, 2022 (May
10, 2022)
PacWest Bancorp
(Exact name of registrant as specified in
its charter)
Delaware |
|
001-36408 |
|
33-0885320 |
(State of |
|
(Commission File Number) |
|
(IRS Employer |
Incorporation) |
|
|
|
Identification No.) |
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:
Common Stock, par value $0.01 per share |
|
PACW |
|
The Nasdaq Stock Market LLC |
(Title of Each Class) |
|
(Trading Symbol) |
|
(Name of Exchange on Which
Registered) |
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.
Effective immediately following
PacWest Bancorp’s (the “Company”) 2022 Annual Meeting of Stockholders held on May 10, 2022 (the “Annual Meeting”),
Daniel B. Platt retired from the Company’s Board of Directors (the “Board”). Mr. Platt’s retirement was not due
to a disagreement with the Company. Effective as of Mr. Platt’s retirement, the Board’s size was reduced from 12 to 11 directors.
The Company would like to thank Mr. Platt for his service on the Board and his commitment to the Company and its stakeholders.
To the extent responsive to
this item, the disclosure set forth below under Item 5.07 is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As described above, the Company
held its Annual Meeting on May 10, 2022. There were 117,447,120 shares of Company common stock issued and outstanding on the record date
and entitled to vote at the Annual Meeting, and 107,689,301 shares were represented in person or by proxy at the Annual Meeting, which
constituted a quorum to conduct business at the Annual Meeting.
The final number of votes
cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set out below.
1. Proposal 1 — Election of Directors.
Ten nominees were elected
to serve as directors of the Company until the completion of the 2023 Annual Meeting of Stockholders or until their successors are duly
elected and qualified, and one nominee did not receive a majority of the votes cast in the affirmative. The voting results were as follows:
| |
| | |
| | |
| | |
Broker | |
| |
For | | |
Against | | |
Abstain | | |
Non-Vote | |
Tanya M. Acker | |
| 66,805,764 | | |
| 31,464,181 | | |
| 1,722,350 | | |
| 7,697,006 | |
Paul R. Burke | |
| 65,688,183 | | |
| 32,587,502 | | |
| 1,716,610 | | |
| 7,697,006 | |
Craig A. Carlson | |
| 98,703,347 | | |
| 1,170,411 | | |
| 118,537 | | |
| 7,697,006 | |
John M. Eggemeyer III | |
| 97,833,332 | | |
| 2,029,254 | | |
| 129,709 | | |
| 7,697,006 | |
C. William Hosler | |
| 65,670,568 | | |
| 32,603,314 | | |
| 1,718,413 | | |
| 7,697,006 | |
Polly B. Jessen | |
| 99,370,179 | | |
| 504,408 | | |
| 117,708 | | |
| 7,697,006 | |
Susan E. Lester | |
| 97,557,249 | | |
| 2,300,896 | | |
| 134,150 | | |
| 7,697,006 | |
Roger H. Molvar | |
| 65,676,723 | | |
| 32,596,141 | | |
| 1,719,431 | | |
| 7,697,006 | |
Robert A. Stine | |
| 48,987,152 | | |
| 49,298,633 | | |
| 1,706,510 | | |
| 7,697,006 | |
Paul W. Taylor | |
| 99,440,376 | | |
| 425,862 | | |
| 126,057 | | |
| 7,697,006 | |
Matthew P. Wagner | |
| 98,601,976 | | |
| 1,267,717 | | |
| 122,602 | | |
| 7,697,006 | |
Accordingly, Mses. Acker, Jessen and Lester and
Messrs. Burke, Carlson, Eggemeyer, Hosler, Molvar, Taylor and Wagner, were elected to the Board to serve until the completion of the 2023
Annual Meeting of Stockholders or until their successors are duly elected and qualified.
Mr. Stine received a greater number of
“against” votes than “for” votes and, pursuant to the terms of the Company’s Second Amended and
Restated Bylaws and the Corporate Governance Guidelines, tendered his resignation to the Board on May 11, 2022, with the
resignation’s effectiveness being conditioned on the Board’s acceptance of the resignation. Pursuant to the Corporate
Governance Guidelines, the Compensation, Nominating and Governance Committee (the “Committee”) of the Board is required
to recommend to the Board whether to accept Mr. Stine’s tendered resignation. The Board is required to take action on the
Committee’s recommendation within 90 days following the certification of the Annual Meeting voting results, unless any such
action would cause the Company to fail to comply with any requirement of the Nasdaq Stock Market LLC (“Nasdaq”) or any
rule or regulation promulgated under the Securities Exchange Act of 1934, in which event the Company will take action as promptly as
is practicable while continuing to meet such requirements. The Corporate Governance Guidelines require the Board to disclose
promptly its decision and the reasons for the decision in a Form 8-K furnished to or filed with the Securities and Exchange
Commission.
Mr. Stine will not participate in Committee or
Board deliberations regarding his tendered resignation, but his services on the Board will otherwise continue pending the outcome of those
deliberations.
2. Proposal 2 — Advisory Vote on Executive
Compensation.
On a non-binding advisory
basis, the compensation of the Company’s named executive officers was not approved. The voting results were as follows:
| | |
| | |
| | |
Broker | |
For | | |
Against | | |
Abstain | | |
Non-Vote | |
| 19,984,241 | | |
| 78,200,807 | | |
| 1,807,247 | | |
| 7,697,006 | |
3. Proposal 3 — Ratification of the
Appointment of Independent Auditor.
The appointment of KPMG LLP
as the Company’s independent auditors for the fiscal year ending December 31, 2022 was ratified. The voting results were as follows:
For | | |
Against | | |
Abstain | |
| 103,721,253 | | |
| 3,860,104 | | |
| 107,944 | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
104 |
|
Cover page interactive data file (embedded within the Inline XBRL document) |
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 |
|
|
|
|
Date: May 13, 2022 |
By: |
|
/s/ Angela M.W. Kelley |
|
|
Name: |
Angela M.W. Kelley |
|
|
Title: |
Executive Vice President, General Counsel and Corporate Secretary |
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