BANC OF CALIFORNIA, INC. (NYSE:BANC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BANC OF CALIFORNIA, INC. (NYSE:BANC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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As noted above, on May31, 2018, the Company held its 2018 Annual Meeting. As of March29, 2018, the voting record date for the 2018 Annual Meeting, there were 50,079,736 shares of the Company’s voting common stock outstanding. The results of the items voted on at the 2018 Annual Meeting are as follows:

Proposal I Election of the two ClassIII director nominees, each for a term of one year:

Nominee

Vote Type

Votes

Vote Result

Bonnie G. Hill

Vote For 41,685,743 Nominee Elected. In an uncontested election, which this election was, the Company’s directors are elected by a majority of the votes cast. Accordingly, Dr.Hill was elected.
Vote Against 126,102
Abstention 21,443
Broker Non-Vote 5,795,717

W. Kirk Wycoff

Vote For 40,221,842 Nominee Elected. In an uncontested election, which this election was, the Company’s directors are elected by a majority of the votes cast. Accordingly, Mr.Wycoff was elected.

Vote Against

1,568,019

Abstention

43,428

Broker Non-Vote

5,795,717

Proposal II Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December31, 2018:

Vote Type

Votes

Vote Result

Vote For

47,393,961 Proposal II Approved. 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.

Vote Against

117,030

Abstention

118,015

Broker Non-Vote

Proposal III Approval of the Banc of California, Inc. 2018 Omnibus Stock Incentive Plan:

Vote Type

Votes

Vote Result

Vote For

33,250,855 Proposal III Approved. 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.

Vote Against

8,450,582

Abstention

131,852

Broker Non-Vote

5,795,717

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Proposal IV An amendment to the Company’s charter to eliminate the ability of the Board to change the number of authorized shares of the Company’s stock without stockholder approval:

Vote Type

Votes

Vote Result

Vote For

41,406,103 Proposal IV Approved. The vote required to approve this proposal was the affirmative vote of the holders of a majority of the outstanding shares of the Company’s voting common stock entitled to vote on the proposal. Accordingly, this proposal was approved.

Vote Against

354,163

Abstention

73,023

Broker Non-Vote

5,795,717
Item 5.02 Financial Statements and Exhibits.

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BANC OF CALIFORNIA, INC. Exhibit
EX-3.1 2 d597365dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 BANC OF CALIFORNIA,…
To view the full exhibit click here

About BANC OF CALIFORNIA, INC. (NYSE:BANC)

Banc of California, Inc. provides banking services to California’s diverse businesses, entrepreneurs and homeowners. The Bank was formed through the merger of four of Southern California’s community banking franchises. The Bank offers a range of financial services to meet the banking and financial needs of the communities it serves, with operations conducted through over 100 banking offices across California and across the West. The Bank’s deposit product and service offerings include checking, savings, money market, certificates of deposit, retirement accounts, as well as online, telephone and mobile banking, automated bill payment, cash and treasury management, master demand accounts, foreign exchange, interest rate swaps, trust services, card payment services, remote and mobile deposit capture, Automated Clearing House (ACH) origination, wire transfer, direct deposit and safe deposit boxes.

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