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Section 1: DEFA14A (DEFA14A)




(RULE 14a-101)



Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant  

Filed by a Party other than the Registrant  

Check the appropriate box:


  Preliminary Proxy Statement

☐   Confidential, for Use of the Commission Only (as

permitted by Rule 14a-6(e)(2))

  Definitive Proxy Statement

  Definitive Additional Materials

  Soliciting Material Pursuant to Rule 14a-12


(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



Title of each class of securities to which transaction applies:



Aggregate number of securities to which transaction applies:



Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



Proposed maximum aggregate value of transaction:



Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



Amount Previously Paid:



Form, Schedule or Registration Statement No.:



Filing Party:



Date Filed:






+  Online  Go to or scan the QR code — login details are located in the shaded bar below.  Votes submitted electronically must be received by 9:00 P.M., Pacific Daylight Time, on  May 13, 2020.  Stockholder Meeting Notice   Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 14, 2020  Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the Banc of California, Inc. (the Company) 2020 Annual Meeting of Stockholders (the Annual Meeting) are available on the Internet. Please follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the Annual Meeting are on the reverse side. Your vote is important!  This communication is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information and are available to you on the Internet or by mail. We encourage you to access and review the proxy materials before voting. The Company's letter to stockholders, meeting notice, proxy statement, proxy card and annual report can be found at:  Easy Online Access — View your proxy materials and vote.  Step  1:  Go to Step  2:  Click on Cast Your Vote or Request Materials. Step  3:  Follow the instructions on the screen to log in. Step  4:  Make your selections as instructed on each screen for your delivery preferences. Step  5:  Vote your shares.  When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.  Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 2, 2020 to facilitate timely delivery.  2NOT  +  03727F  



Stockholder Meeting Notice  Banc of California, Inc.’s 2020 Annual Meeting of Stockholders will be held on May 14, 2020 at Balboa Bay Resort, 1221 West Coast Highway, Newport Beach, California 92663, at 8:00 A.M. Pacific Time.*  Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.  The Board of Directors recommends a vote FOR all director nominees under Proposal I, and FOR on Proposals II and III.  I. Election of Directors, each for a term of one year. Nominees: James “Conan” Barker, Mary A. Curran, B.A. Fallon-Walsh, Bonnie G. Hill, Richard J. Lashley, Jonah F. Schnel, Robert D. Sznewajs, Andrew Thau, Jared M. Wolff and W. Kirk Wycoff. II. Ratification of the selection of Ernst & Young LLP as the Company’s independent registered accounting firm for the year ending December 31, 2020. III. Approval, on an advisory and non-binding basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting.  PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper or e-mail copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the Annual Meeting, please refer to the requirements regarding meeting attendance in the Company’s proxy statement for the Annual Meeting.  * As part of our precautions regarding the coronavirus (COVID-19) pandemic, we are planning for the possibility that the Annual Meeting may be held either solely by means of remote communication (commonly referred to as a “virtual” meeting) or in-person but with stockholders having the option to attend by means of remote communication.  If we take this step, we will announce the decision to do so in advance, and provide information on how to participate, in a press release, which will be filed with the Securities and Exchange Commission as additional proxy soliciting material.  Here’s how to order a paper or e-mail copy of the proxy materials and select delivery preferences:   Current and future delivery requests can be submitted using the options below.   If you request an email copy, you will receive an email with a link to the current meeting materials.  PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.  —     Internet – Go to Click Cast Your Vote or Request Materials.  —     Phone – Call us free of charge at 1-866-641-4276.  —     Email – Send an email to [email protected] with “Proxy Materials Banc of California, Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper or e-mail copy of the meeting materials.          To facilitate timely delivery, all requests for a paper or e-mail copy of the proxy materials must be received by May 2, 2020.


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