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.

On January19, 2018, Banc of California, Inc. (the “Company”) and Banc of California, N.A., a wholly owned subsidiary of the Company (the “Bank”), entered into a Short-Form Settlement Agreement (the “Short-Form Settlement Agreement”) with Jeffrey T. Seabold, the Bank’s former Executive Vice President and Management Vice Chairman. As previously disclosed by the Company, on September5, 2017, Mr.Seabold submitted a notice of termination of employment to his employment agreement with the Bank and, that same day, filed a complaint in the Superior Court of the State of California, County of Los Angeles, against the Company and the Bank and multiple unnamed defendants (Case No. BC674694) asserting claims for breach of contract, wrongful termination, retaliation and unfair business practices.

Under the Short-Form Settlement Agreement, which provides for a mutual release of claims and the dismissal of Mr.Seabold’s complaint with prejudice, Mr. Seabold will receive from the Bank a lump sum cash payment of $3.75million ($1.55 million of which is expected to be contributed by the Bank’s insurance carrier). In addition, he will receive a benefit with respect to his unvested stock options and restricted stock awards (relating to an aggregate of approximately 38,601 shares). Further, for the shorter of 18 months or until he obtains alternative benefits coverage, he will be reimbursed by the Bank for his monthly premium payments to continue his and his dependents’ health care coverage. Mr.Seabold has also agreed to certain standstill provisions that, prior to December31, 2018, generally restrict Mr.Seabold and his affiliates from, among other things, acquiring beneficial ownership of any shares of the Company’s common stock or common stock equivalents to the extent this would result in Mr.Seabold beneficially owning in excess of 4.99% of the total number of shares of common stock outstanding, soliciting proxies in opposition to any matter not recommended by the Company’s Board of Directors or in favor of any matter not approved by the Company’s Board of Directors or initiating any stockholder proposal.

The Short-Form Settlement Agreement provides that the parties will work in good faith to finalize the terms of the settlement in a long-form agreement, which is expected to reflect the terms described above as well as various immaterial, customary provisions. The Short-Form Settlement Agreement further provides that in the event the parties are unable to agree on a long-form agreement, the Short-Form Settlement Agreement will be the final, binding agreement.

Item 5.02 Other Events.

The information set forth under Item 5.02 above is incorporated herein by reference.

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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.