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Section 1: 8-K (8-K)

 

 

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, 2019

 

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 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

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230-425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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  o

 

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.  o

 

 

 


 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

On May 13, 2019, the Company held its 2019 Annual Meeting of Stockholders (“Annual Meeting”).  There were 119,849,670 shares of Company common stock  issued and outstanding on the record date and entitled to vote at the Annual Meeting and 112,266,643 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting.

 

At the Annual Meeting, the twelve nominees for director were elected to the Company’s Board and the Company’s stockholders approved proposals 2 (Advisory (non-binding) vote on executive compensation) and 3 (Ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019).

 

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.

 

Proposal 1

 

The election of the Company’s directors who shall hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified were as follows:

 

 

 

 

 

 

 

 

 

Broker

 

 

For

 

Against

 

Abstain

 

Non-Vote

Tanya M. Acker

 

97,728,185

 

535,865

 

113,616

 

13,888,977

Paul R. Burke

 

94,958,965

 

3,321,650

 

97,051

 

13,888,977

Craig A. Carlson

 

97,673,564

 

607,594

 

96,508

 

13,888,977

John M. Eggemeyer III

 

96,735,555

 

1,546,154

 

95,957

 

13,888,977

C. William Hosler

 

94,956,822

 

3,326,222

 

94,622

 

13,888,977

Susan E. Lester

 

96,063,141

 

2,225,300

 

89,225

 

13,888,977

Roger H. Molvar

 

94,956,934

 

3,323,969

 

96,763

 

13,888,977

James J. Pieczynski

 

95,714,025

 

2,567,028

 

96,613

 

13,888,977

Daniel B. Platt

 

96,765,178

 

1,516,683

 

95,805

 

13,888,977

Robert A. Stine

 

92,629,707

 

5,626,442

 

121,517

 

13,888,977

Matthew P. Wagner

 

96,980,209

 

1,305,059

 

92,398

 

13,888,977

Mark T. Yung

 

90,453,123

 

7,824,098

 

100,445

 

13,888,977

 

Proposal 2

 

Advisory (non-binding) vote on executive compensation.  This proposal was approved with the following vote:

 

 

 

 

 

 

 

Broker

For

 

Against

 

Abstain

 

Non-Vote

77,600,230

 

20,013,075

 

764,361

 

13,888,977

 

Proposal 3

 

Ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019.  This proposal was approved with the following vote:

 

For

 

Against

 

Abstain

108,790,206

 

3,366,822

 

109,615

 

2


 

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.

 

 

PacWest Bancorp

 

 

Date: May 14, 2019

 

 

 

 

By:

/s/ Kori L. Ogrosky

 

Name: Kori L. Ogrosky

 

Title:   Executive Vice President, General Counsel & Corporate Secretary

 

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