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.
Decision of Director not to stand for re-election
On March30, 2017, director Eric L. Holoman informed Banc of
California, Inc. (the Company) and Banc of California,
N.A., a wholly owned subsidiary of the Company (the Bank),
of his decision not to stand for re-election as a director of the
Company at the 2017 annual meeting of stockholders of the Company
(the 2017 Annual Meeting) or as a director of the Bank at
the 2017 annual meeting of the sole stockholder of the Bank.
Mr.Holoman also submitted his resignation from the boards of
directors of the Company and the Bank (the Boards),
effective as of the conclusion of the 2017 Annual Meeting. He
will continue to serve as a director of the Company and the Bank,
respectively, until the end of his current term. Mr.Holoman
indicated that his decision to leave the Boards was based upon
his assessment of the demands of his business activities and
employment.
A copy of the press release issued by the Company regarding
Mr.Holomans decision is attached to this report as Exhibit 99.1
and is incorporated herein by reference.
Appointment of Two New Directors
On March30, 2017, the Boards, upon the recommendation of the
Joint Nominating and Corporate Governance Committee of the Boards
(the Governance Committee), passed resolutions to increase
the size of each of the Boards from seven to nine and to fill the
two vacancies with Bonnie G. Hill (Dr. Hill) and Mary
Allis Curran (Ms. Curran). Dr. Hill and Ms. Currans
appointment to each of the Boards will become effective at the
conclusion of the 2017 Annual Meeting and upon their meeting any
regulatory requirements and the Companys qualification
requirements for directors (as determined by the Governance
Committee). Upon their appointment, Dr. Hill will become a Class
III director, to hold office for the remaining one-year term for
Class III directors, and Ms. Curran will become a Class I
director of the Company, to hold office for the remaining
two-year term for Class I directors, in each case until a
successor is elected and qualified. Both Dr. Hill and Ms. Curran
qualify as independent directors under NYSE and SEC rules. No
decision has been made regarding board committee assignments for
Dr. Hill and Ms. Curran.
Dr.Hill and Ms.Curran will generally be entitled to the same
compensation arrangement as is provided to the other non-employee
directors of the Company and the Bank.
Dr.Hill is the President of B. Hill Enterprises, LLC, a
consulting firm focusing on corporate governance and board
organizational and public policy issues. She is also co-founder
of Icon Blue, a brand marketing company based in Los Angeles.
Dr.Hill has served on various corporate boards over the past 25
years and is currently a director of California Water Service
Group. Dr.Hill has a Bachelor of Arts degree from Mills College,
a Master of Science degree from California State University,
Hayward, and a Doctorate in Education from the University of
California at Berkeley.
Ms.Curran has over 30 years of experience in the banking
industry, most recently as Executive Vice President and Corporate
Banking Chief Risk Officer at MUFG Union Bank from 2011 2014. She
holds a Bachelor of Science in Journalism from the University of
Colorado, Boulder and an MBA from San Diego State University.
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Dr.Hill and Ms.Curran have been selected by the board of the
directors of the Company (the Board) from candidates
mutually agreed upon by the Board and Legion Partners Asset
Management, LLC and certain of its affiliates and other persons
and entities (collectively, the Legion Group) and their
appointment to the Board will satisfy the Companys obligation to
the Legion Group with respect to the appointment of two
independent directors under the previously announced cooperation
agreement between the Company and the Legion Group dated March13,
2017.
A copy of the press release issued by the Company announcing the
appointment of Dr.Hill and Ms.Curran as directors is attached to
this report as Exhibit 99.1 and is incorporated herein by
reference.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March30, 2017, as part of the Boards ongoing efforts to
enhance the corporate governance of the Company, the Board
approved Amendment No.5 (the Bylaw Amendment) to the
Companys Fourth Amended and Restated Bylaws (the Bylaws),
effective immediately.
Voting Standards for Election of Directors
The Bylaw Amendment amended Section 1.06(B) of the Bylaws to
revise the majority voting standard for director elections by
providing that for contested elections, directors will be elected
by a plurality of the votes cast at any meeting for the election
of directors at which a quorum is present. For uncontested
elections, directors will continue to be elected by the majority
voting standard but the Bylaw Amendment clarified that directors
will be elected by a majority of the votes cast at the meeting
instead of a majority of the shares of capital stock entitled to
vote at the meeting.
Section1.06 was amended in June 2016 to change the director
voting standard from a plurality to a majority standard following
an advisory vote on this matter at the 2016 annual meeting of the
Companys stockholders. We believe the changes made in the Bylaw
Amendment align the text of Section1.06 more closely with the
proposal approved by the advisory vote.
In addition, the director resignation procedures in the Bylaws
are retained by the Bylaw Amendment only with respect to
uncontested elections.
Advance Notice
The Bylaw Amendment shortened the advance notice period for
stockholder proposals to be presented in connection with an
annual meeting of stockholders from the 30-day window from 150 to
180 days prior to the anniversary of the preceding years annual
meeting to 90 to 120 days before the anniversary of the preceding
annual meeting.
Disclosure Requirements for Stockholder Proposals
The Bylaw Amendment simplified the disclosure requirements with
respect to stockholder-proposed director nominations and other
business. Specifically, the requirements to deliver the following
information were simplified or eliminated:
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the definition of Control Person was narrowed to include only, with respect to any person, any other person exercising control over such person, with control having the meaning defined in the Bank Holding Company Act (the Act); |
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as to each proposing stockholder, the beneficial owners, if any, on whose behalf a nomination or proposal is made, |
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the requirements to deliver the following information were deleted: |
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any pending or threatened legal proceeding involving the Company or any of its officers or directors or affiliates and in which the proposing stockholder, the beneficial owner or any Control Person of the beneficial owner (collectively, the Proposing Person) is a party or participant, |
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any material relationship between the Proposing Person and the Company, any affiliate of the Company or any principal competitor of the Company, |
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to the extent known to the stockholder or beneficial owner, the names of any other stockholders of the Company that support the proposed business or nomination, |
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a confirmation or a certified representation or attestation of the Board of Governors of the Federal Reserve System or of such stockholder and its outside counsel, that such Proposing Person is not a bank holding company registered under the Act and the proposed nomination by the stockholder for election or reelection will not violate the Act, and |
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any change to the requested information as to the Proposing Person since the date of the meeting of the Board immediately preceding the date of the notice, |
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the requirement to deliver other information relating to the stockholder or the beneficial owner that would be required to be disclosed in a Schedule 13D as if such stockholder or beneficial owner acquired more than 5% of the outstanding shares of common stock of the Company was added; |
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as to each person whom the stockholder proposes to nominate as a director: |
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the requirement to deliver the following information was deleted: |
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a description of all compensation and other material monetary agreements during the past three years and any other material relationships, between or among such Proposing Person or their respective affiliates, partners, members, clients and associates or others acting in concert therewith on the one hand and each proposed nominee, and his or her respective affiliates and associates or others acting in concert therewith, on the other hand, |
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the requirement to deliver the following information was added: |
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the name, age, business address and residence address of the proposed nominee; |
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the principal occupation or employment of the proposed nominee and |
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the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the proposed nominee; |
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as to each Proposing Person, the proposed nominee and each of their respective affiliates and persons acting in concert therewith (collectively, the Subject Persons), the requirement to deliver the background, name and address of such Subject Person, a certification by each Subject Person of meeting each director eligibility qualification, and the signed written consent of each Subject Person permitting the Company to conduct a full background screening was deleted, |
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the requirement that to be eligible to be a nominee for director of the Company, any nominee proposed by a stockholder must provide an irrevocable resignation from the Board to be effective if such person is no longer in compliance with the director eligibility requirements was deleted. |
A copy of the Bylaw Amendment is attached to this report as
Exhibit 3.1 and is incorporated herein by reference. The
foregoing description of the Bylaw Amendment does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Bylaw Amendment.
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| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number |
Description |
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| 3.1 |
Amendment No.5 to the Fourth Amended and Restated Bylaws of Banc of California, Inc. |
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| 99.1 |
Banc of California, Inc. Press Release, dated April4, 2017 announcing decision of Director Eric Holoman not to stand for re-election and announcing appointment of Dr.Hill and Ms.Curran as directors. |
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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 down -0.22 at 19.95 with 825,336 shares trading hands.
