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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 14, 2020
 

BANC OF CALIFORNIA, INC.
(Exact name of registrant as specified in its charter)
 

 
 
 
 
Maryland
001-35522
04-3639825
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
 
 
 
3 MacArthur Place,
Santa Ana,
California
92707
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (855361-2262
N/A
(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 (see General Instruction A.2.):
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.  ☐ 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
BANC
 
New York Stock Exchange
Depositary Shares each representing a 1/40th Interest in a share of 7.375% Non-Cumulative Perpetual Preferred Stock, Series D
 
BANC PRD
 
New York Stock Exchange
Depositary Shares each representing a 1/40th Interest in a share of 7.00% Non-Cumulative Perpetual Preferred Stock, Series E
 
BANC PRE
 
New York Stock Exchange








Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2020, Banc of California, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). As of March 16, 2020, the record date for the 2020 Annual Meeting, there were 49,800,219 shares of the Company’s voting common stock outstanding. At the 2020 Annual Meeting, there were present, either by remote communication or by proxy, the holders of 47,436,448 shares of the Company’s voting common stock, which constituted a quorum to conduct business. The results of the items voted on at the 2020 Annual Meeting are as follows:
Proposal I Election of the ten director nominees, each for a term of one year:
In an uncontested election, which the following elections were, the Company’s directors are elected by a majority of the votes cast. Accordingly, the following ten director nominees were elected, each for a term of one year:
Nominee
 
For
 
Against
 
Abstain
 
Broker
Non-Vote
James A. "Conan" Barker
 
43,840,771

 
198,163

 
17,750

 
3,379,764

Mary A. Curran
 
43,899,257

 
142,587

 
14,840

 
3,379,764

B.A. Fallon-Walsh
 
43,393,445

 
647,331

 
15,908

 
3,379,764

Bonnie G. Hill
 
43,662,846

 
378,998

 
14,840

 
3,379,764

Richard J. Lashley
 
43,862,796

 
179,976

 
13,912

 
3,379,764

Jonah F. Schnel
 
42,372,384

 
1,668,861

 
15,439

 
3,379,764

Robert D. Sznewajs
 
43,636,772

 
404,482

 
15,430

 
3,379,764

Andrew Thau
 
43,799,164

 
241,412

 
16,108

 
3,379,764

Jared M. Wolff
 
43,885,193

 
155,400

 
16,091

 
3,379,764

W. Kirk Wycoff
 
43,636,192

 
402,764

 
17,728

 
3,379,764

Proposal II Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020:
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved with the following vote:
For
 
Against
 
Abstain
 
Broker
 Non-Vote
46,939,671

 
484,485

 
12,292

 
0

Proposal III An advisory (non-binding) vote to approve the compensation paid to our named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting:
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved with the following vote:
For
 
Against
 
Abstain
 
Broker
 Non-Vote
36,733,292

 
7,257,896

 
65,496

 
3,379,764






2






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.
BANC OF CALIFORNIA, INC.
May 19, 2020
 
/s/ Ido Dotan
Ido Dotan
Executive Vice President, General Counsel and
Corporate Secretary



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