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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): May 23, 2019

HOPE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware
000-50245
95-4849715
(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification No.)
of incorporation)
 
 
3200 Wilshire Blvd, Suite 1400, Los Angeles, CA
90010
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (213) 639-1700.

 

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 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of Hope Bancorp, Inc. (the “Company”) was held on May 23, 2019. At the meeting, the stockholders voted on the following proposals:
1.
election of directors;
2.
ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019;
3.
nonbinding advisory vote to approve the compensation paid to the Company’s “Named Executive Officers” as described in the Company’s Proxy Statement, dated April 30, 2019; and
4.
approval of the Hope Bancorp, Inc. 2019 Incentive Compensation Plan.

A total of 119,997,590 shares of the Company’s common stock were represented and voted at the meeting, constituting 94.76% of the issued and outstanding shares of common stock entitled to vote at the meeting.
The final results of the stockholder votes were as follows:

1. Election of directors of the Company:
 
Votes Cast For
Votes Withheld
Broker Non-Votes
Donald D. Byun
102,650,345
396,181
16,951,064
Steven J. Didion
102,767,948
278,578
16,951,064
Jinho Doo
102,651,230
395,296
16,951,064
Daisy Y. Ha
102,598,769
447,757
16,951,064
James U. Hwang
102,768,366
278,160
16,951,064
Jin Chul Jhung
102,708,958
337,568
16,951,064
Kevin S. Kim
102,777,424
269,102
16,951,064
Steven S. Koh
102,739,254
307,272
16,951,064
Chung Hyun Lee
102,728,734
317,792
16,951,064
William J. Lewis
102,780,832
265,694
16,951,064
David P. Malone
101,764,553
1,281,973
16,951,064
John R. Taylor
102,734,162
312,364
16,951,064
Scott Yoon-Suk Whang
99,667,900
3,378,626
16,951,064
Dale S. Zuehls
102,333,348
713,178
16,951,064

Each of the nominees noted above was re-elected to serve as members of the board of directors of the Company until the Company’s next annual meeting of stockholders and until their successors are duly elected and qualified.

2. Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
 
Total Shares
For:
119,895,988

Against:
90,104

Abstain:
7,335

Broker Non-Votes:
4,163


This proposal was approved by the stockholders with the number of shares voting “for” constituting approximately 99.91% of the total number of shares represented and voting at the meeting.






3. Nonbinding advisory vote to approve the compensation paid to the Company’s “Named Executive Officers” as described in the Company’s Proxy Statement dated April 30, 2019.
 
Total Shares
For:
100,995,734

Against:
1,651,061

Abstain:
399,731

Broker Non-Votes:
16,951,064


This proposal was approved by the stockholders with the number of shares voting “for” constituting approximately 98.01% of the total number of shares represented and voting at the meeting.

4. Approval of the Hope Bancorp, Inc. 2019 Incentive Compensation Plan.
 
Total Shares
For:
99,381,611

Against:
3,239,397

Abstain:
429,681

Broker Non-Votes:
16,946,901


This proposal was approved by the stockholders with the number of shares voting “for” constituting approximately 96.44% of the total number of shares represented and voting at the meeting.

Item 8.01 Other Events.
 
On May 23, 2019, the Company issued a news release announcing that its Board of Directors appointed President and Chief Executive Officer Kevin S. Kim as Chairman of the Board of Directors of the Company and its wholly owned subsidiary, Bank of Hope (the “Bank”), effective immediately. Scott Yoon-Suk Whang, who had previously served as Chairman of the Board of Directors, was appointed Lead Independent Director of the Company and Bank, effective immediately. A copy of the May 23, 2019 press release is attached hereto as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.         Description of Exhibit

        
99.1
Company news release, dated May 23, 2019, concerning the appointment of the Chairman and Lead Independent Director.




















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.

 
Hope Bancorp, Inc.
 
 
 
 
Date: May 24, 2019
/s/ Kevin S. Kim
 
Name: Kevin S. Kim
 
Title: Chairman, President and Chief Executive Officer







EXHIBIT INDEX


Exhibit No.         Description of Exhibit


99.1
Company news release, dated May 23, 2019, concerning the appointment of the Chairman and Lead Independent Director.



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


398073822_hopebancorpa03.jpg
News Release

HOPE BANCORP APPOINTS KEVIN S. KIM CHAIRMAN OF THE BOARD
AND SCOTT YOON-SUK WHANG AS LEAD INDEPENDENT DIRECTOR

LOS ANGELES - May 23, 2019 - Hope Bancorp, Inc. (the “Company”) (NASDAQ: HOPE), the holding company of Bank of Hope (the “Bank”), today announced that its Board of Directors appointed President and Chief Executive Officer Kevin S. Kim as Chairman of the Board of Directors of the Company and Bank, effective immediately. Mr. Kim succeeds Scott Yoon-Suk Whang, who was appointed Lead Independent Director of the Company and Bank, effective immediately.

“Our Board of Directors has absolute confidence in Mr. Kim’s ability to lead the Company’s strategic vision,” said Scott Yoon-Suk Whang, Lead Independent Director. “We believe that unifying the role of the Chairman and CEO is the most effective leadership structure at this time. And in accordance with our governance philosophy, I will continue my active participation as the Lead Independent Director on behalf of the Board and provide appropriate independent oversight. We also believe this structure will further promote our Board’s effectiveness and more appropriately allocate authority and responsibility between the Board and management.”

“On behalf of the Board of Directors, I express my sincerest appreciation to Mr. Whang for his strong leadership over the past two years as Chairman of the Board. I look forward to continuing to work collaboratively with him as our Lead Independent Director,” said Kevin S. Kim, Chairman, President & Chief Executive Officer.

About Hope Bancorp, Inc.

Hope Bancorp, Inc. is the holding company of Bank of Hope, the first and only super regional Korean-American bank in the United States with $15.4 billion in total assets as of March 31, 2019. Headquartered in Los Angeles and serving a multi-ethnic population of customers across the nation, Bank of Hope operates 60 full-service branches in California, Washington, Texas, Illinois, New York, New Jersey, Virginia, Georgia and Alabama. The Bank also operates SBA loan production offices in Seattle, Denver, Dallas, Atlanta, Portland, Oregon, New York City, Northern California and Houston; commercial loan production offices in Northern California and Seattle; residential mortgage loan production offices in Southern California; and a representative office in Seoul, Korea. Bank of Hope specializes in core business banking products for small and medium-sized businesses, with an emphasis in commercial real estate and commercial lending, SBA lending and international trade financing. Bank of Hope is a California-chartered bank, and its deposits are insured by the FDIC to the extent provided by law. Bank of Hope is an Equal Opportunity Lender. For additional information, please go to bankofhope.com






Forward-Looking Statements

Some statements in this press release may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, expectations regarding the business environment in which we operate, projections of future performance, perceived opportunities in the market and statements regarding our business strategies, objectives and vision. Forward-looking statements include, but are not limited to, statements preceded by, followed by or that include the words “will,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions. With respect to any such forward-looking statements, the Company claims the protection provided for in the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties. The Company’s actual results, performance or achievements may differ significantly from the results, performance or achievements expressed or implied in any forward-looking statements. The risks and uncertainties include, but are not limited to: possible deterioration in economic conditions in our areas of operation; interest rate risk associated with volatile interest rates and related asset-liability matching risk; liquidity risks; risk of significant non-earning assets, and net credit losses that could occur, particularly in times of weak economic conditions or times of rising interest rates; and regulatory risks associated with current and future regulations. For additional information concerning these and other risk factors, see the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.

# # #

Contacts:
Angie Yang
SVP, Director of Investor Relations &
Corporate Communications
213-251-2219
angie.yang@bankofhope.com



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