On and effective July 25, 2019, the Board of Directors (the “Board”) of Hope Bancorp, Inc. (the “Company”) amended and restated the Company’s Bylaws. The following is a summary of certain changes effected by the adoption of the amended and restated Bylaws (the “Amended Bylaws”):

Article I, Section 1.2 (Meetings of Stockholders). The Amended Bylaws clarifies the process for stockholders owning no less than 10% of the Company’s stock to submit a request for special meeting of stockholders by adding delivery instructions for such submissions and clarifying when multiple stockholder requests will be aggregated by the Company to meet the 10% requisite percentage.

Article I, Section 4.1 (Order of Business). Section 4.1 sets forth who can call meetings of stockholders to order and chair the meeting. The Amended Bylaws includes the Lead Independent Director (as defined below) in the order of succession and replaces the President with the Chief Executive Officer, such that, for purposes of Section 4.1, the order of succession is now the Chair, Vice Chair, the Lead Independent Director, then the Chief Executive Officer.

Article I, Section 4.4 (Stockholder Proposals). The Amended Bylaws clarifies that a stockholder request for inclusion of a proposal in the Company’s proxy statement to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must be provided in accordance with such Rule, notwithstanding anything to the contrary set forth in the Amended Bylaws.

The Amended Bylaws also specifies how any notice of a stockholder proposal (including for director nominations) to be included at an annual meeting of stockholder is to be delivered by a stockholder to the Company. The Amended Bylaws also requires that any stockholder submitting such a proposal notice comply with additional disclosure requirements, including disclosing (i) any material interest of such stockholder in any proposal, (ii) any agreements or arrangements between such stockholder and any persons in connection with such proposal, (iii) any significant equity interest of such stockholder in a competitor of the bank, (iv) any interest of such stockholder in any contract with the Company, or an affiliate or any principal competitor of the Company, (v) any interest in transaction with respect to shares of the Company that provides such stockholder with the opportunity to profit from any decreases in the value of the Company’s stock, and (vi) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings in connection with proxy solicitations for, as applicable, the proposal and/or for the election of directors in a contested election to Section 14 of the Exchange Act.

Article II, Section 5.1 (Board Meeting Chair). Section 5.1 sets forth the order of succession as to who is to preside over Board meetings. This section is being amended to include the Lead Independent Director, such that the new order is the Chair, Vice Chair, the Lead Independent Director, then another member of the Board.

Article II, Section 8 (Lead Independent Director). The Amended Bylaws includes express provisions granting members of the Board who are not employees of the Company and otherwise meets applicable independence requirements may elect one or more of their members to serve as the lead independent director of the Board (the “Lead Independent Director”). The Amended Bylaws provides that the Lead Independent Director, if any, will chair meetings and executive sessions of the independent directors, will facilitate communications between other members of the Board, the Chief Executive Officer, President and Chairman, and will assume other duties which the Board as a whole may designate from time to time.

Former Section 9 of Article II was deleted in its entirety from the Amended Bylaws. This former section contained corporate governance related provisions that were effective only for the first year after the consummation of the merger of the Company and Wilshire Bancorp, Inc.

In addition to the amendments described above, the Amended Bylaws include various conforming, technical and other changes and additions. The foregoing summary of the revisions set forth in the Amended Bylaws is not complete and is qualified in its entirety by reference to the full text of the Amended Bylaws.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description of Exhibit

HOPE BANCORP INC Exhibit
EX-3.1 2 hope8-k2019bylawamendmente.htm EXHIBIT 3.1 Exhibit AMENDED AND RESTATED BYLAWSofHOPE BANCORP,…
To view the full exhibit click here

About HOPE BANCORP, INC. (NASDAQ:HOPE)

Hope Bancorp, Inc., formerly BBCN Bancorp, Inc., is the holding company of Bank of Hope. Bank of Hope is the regional Korean-American bank in the United States. Bank of Hope operates approximately 85 full-service branches in California, Washington, Texas, Illinois, New York, New Jersey, Virginia, Georgia and Alabama. The Bank also operates small business administration (SBA) loan production offices in Seattle, Denver, Dallas, Atlanta, Northern California, Annandale, Virginia, Portland, Oregon and Fremont, California; residential mortgage loan production offices in California, and a representative office in Seoul, Korea. Bank of Hope specializes in business banking products for small and medium-sized businesses, with an emphasis in commercial real estate and commercial lending, SBA lending and international trade financing. Bank of Hope is a California-chartered bank, and its deposits are insured by the Federal Deposit Insurance Corporation (FDIC).