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Section 1: 8-K (8-K)

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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):  June 12, 2018
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
Delaware
001-32550
88-0365922
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
One E. Washington Street, Suite 1400, Phoenix, Arizona  85004
(Address of principal executive offices)               (Zip Code)
(602) 389-3500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
¨ 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 5.07. Submission of Matters to a Vote of Security Holders.
On June 12, 2018, Western Alliance Bancorporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of the Company’s common stock, par value of $0.0001 per share, voted in person or by proxy at the Annual Meeting was 98,102,344, representing 92.69% of the 105,857,628 shares outstanding and entitled to vote at the Annual Meeting. All matters voted upon at the Annual Meeting were approved with the required votes. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
Proposal 1 Election of Directors
The Company’s stockholders elected fourteen directors to each serve for a one-year term expiring in 2019. The voting results were as follows:
 
 
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
Bruce Beach
 
86,275,005

 
1,431,915

 
1,178,219

 
9,235,205

William S. Boyd
 
85,722,111

 
1,437,371

 
1,725,657

 
9,235,205

Howard N. Gould
 
87,841,838

 
707,424

 
335,877

 
9,235,205

Steven J. Hilton
 
79,341,606

 
5,628,375

 
3,915,158

 
9,235,205

Marianne Boyd Johnson
 
83,640,954

 
108,473

 
5,135,712

 
9,235,205

Robert P. Latta
 
88,416,892

 
139,124

 
329,123

 
9,235,205

Cary Mack
 
86,790,416

 
938,010

 
1,156,713

 
9,235,205

Todd Marshall
 
82,804,253

 
941,833

 
5,139,053

 
9,235,205

James E. Nave, D.V.M.
 
82,610,511

 
964,374

 
5,310,254

 
9,235,205

Michael Patriarca
 
88,661,623

 
29,684

 
193,832

 
9,235,205

Robert Gary Sarver
 
86,610,180

 
939,036

 
1,335,923

 
9,235,205

Donald D. Snyder
 
80,094,385

 
1,446,501

 
7,344,253

 
9,235,205

Sung Won Sohn, Ph.D.
 
88,707,705

 
33,456

 
143,978

 
9,235,205

Kenneth A. Vecchione
 
87,825,884

 
113,024

 
946,231

 
9,235,205

Proposal 2 Advisory (Non-Binding) Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, executive compensation. The voting results were as follows:
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
86,906,755

 
1,914,949

 
63,435

 
9,235,205

Proposal 3 Advisory (Non-Binding) Vote on Frequency of Executive Compensation Votes
The Company’s stockholders selected, on a non-binding advisory basis, every year as the frequency with which the Company should hold votes on executive compensation. The voting results were as follows:
EVERY YEAR
 
TWO YEARS
 
THREE YEARS
 
ABSTENTIONS
86,444,716

 
998,705

 
1,335,022

 
106,696






Proposal 4 Ratification of Auditor
The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2018. The voting results were as follows:
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
95,913,317

 
2,176,681

 
30,346

 






SIGNATURES
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. 
 
 
WESTERN ALLIANCE BANCORPORATION
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
/s/ Dale Gibbons
 
 
 
 
Dale Gibbons
 
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
Date: June 13, 2018
 
 
 
 


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