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
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On February9, 2017, the Boards of Directors (collectively, the
Boards) of Banc of California, Inc. (the Company) and Banc of
California, N.A. (the Bank), a wholly owned subsidiary of the
Company, upon the recommendation of the Joint Nominating and
Corporate Governance Committee of the Boards, appointed W. Kirk
Wycoff as a director of the Company and the Bank, expected to be
effective February16, 2017. Mr.Wycoff was appointed as a ClassIII
director of the Company, whose term will expire at the Companys
2018 Annual Meeting of Stockholders, in order to eliminate the
vacancy in that class created by the retirement of Chad T.
Brownstein as a director of the Company and the Bank, as reported
by the Company in its Current Report on Form 8-K filed on February8, 2017.
The committees of the Boards to which Mr. Wycoff will be named
have not yet been determined.
Mr.Wycoff is a
managing partner of Patriot Financial Partners, which
beneficially owns approximately 6.21% of the Companys voting
common shares. He has more than 30 years of entrepreneurial
banking experience. From 2005 to 2007, Mr.Wycoff served as
President and Chief Executive Officer of Continental Bank
Holdings, Inc. From 1991 to 2004, Mr.Wycoff was Chairman and
Chief Executive Officer of Progress Financial Corp., which was
acquired by FleetBoston Financial Corp. in 2004. Mr.Wycoff has
also served as a director of other banks and bank holding
companies.
Mr.Wycoff will
generally be entitled to the same compensation arrangement as is
provided to the other non-employee directors of the Company and
the Bank. A description of this arrangement is set forth under
Item 5.02 of the Companys Current Report on Form8-K filed on
February8, 2017 and is incorporated herein by reference.
Mr.Wycoff is expected to enter into the same form of
indemnification agreement with the Company as the Companys other
directors and certain of the Companys officers, which agreement
supplements the indemnification provisions of the Companys
charter by contractually obligating the Company to indemnify, and
to advance expenses to, such persons to the fullest extent
permitted by applicable law.
The information
relating to Mr.Wycoff required by Item 404(a) of Regulation S-K
is contained in the Companys definitive proxy statement filed
with the Securities and Exchange Commission on April15, 2016
under the heading Transactions with Related PersonsOther
Transactions-Patriot Affiliates and is incorporated herein by
reference.
A copy of the
press release issued by the Company announcing the appointment of
Mr.Wycoff as a director is attached to this report as Exhibit
99.1 and is incorporated herein by reference.
Item9.01
Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 |
Banc of California, Inc. Press Release announcing appointment of W. Kirk Wycoff dated February10, 2017. |
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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. BANC OF CALIFORNIA, INC. (NYSE:BANC) Recent Trading Information
BANC OF CALIFORNIA, INC. (NYSE:BANC) closed its last trading session up +3.65 at 19.75 with 7,271,085 shares trading hands.