PACIFIC PREMIER BANCORP, INC. (NASDAQ:PPBI) 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.
Annual Meeting) of Pacific Premier Bancorp, Inc. (the Company),
the Companys stockholders approved an amendment to the Pacific
Premier Bancorp, Inc. Amended and Restated 2012 Long-Term
Incentive Plan (the 2012 LTIP) to increase the total number of
shares of the Companys common stock available for issuance under
2012 LTIP from 1,420,000 to 5,000,000 shares. No other changes
were made to the 2012 LTIP, which is described in further detail
in the Companys definitive proxy statement on Schedule 14A for
the 2017 Annual Meeting (the Definitive Proxy Statement). A copy
of the 2012 LTIP, as amended at the 2017 Annual Meeting, is
attached as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated into this item by reference.
approved an amended form of Restricted Stock Award Agreement to
be used by the Company in connection with periodic equity
incentive awards provided to the Companys named executive
officers in accordance with the 2012 LTIP. As amended, the form
of award agreement conditions the vesting of any restricted stock
award on the Companys (or its subsidiary, Pacific Premier Banks)
achievement of specified performance metrics as of December
31st>of the year in which the award is made.
Assuming the performance metric is met, the award would vest
ratably over a three-year period in annual installments, with the
first installment vesting on the first anniversary following the
original date of grant. The foregoing description is qualified by
reference to the full text of the form of amended Restricted
Stock Award
copy of which is attached as Exhibit 10.2 to this Current Report
on Form 8-K and incorporated into this item by reference.
2017 Annual Meeting and the stockholder votes on each such
proposal, as certified by the 2017 Annual Meeting inspector of
election. The Companys stockholders approved each of the four
proposals, which are described in detail in the Definitive Proxy
Statement. Other than the four proposals set forth below and
described in the Definitive Proxy Statement, no other item was
submitted at the 2017 Annual Meeting for stockholder action.
39,814,732 shares of Company common stock issued, outstanding and
entitled to vote at the 2017 Annual Meeting. Stockholders holding
35,913,671 shares of Company common stock were present at the
2017 Annual Meeting, in person or represented by proxy.
Definitive Proxy Statement, was elected to serve a one-year term.
The votes were as follows:*
|
Nominee
|
Votes For
|
Votes Against/Withheld
|
Broker Non-Votes
|
||
|
John J. Carona
|
30,625,906
|
1,646,887
|
3,640,878
|
||
|
Ayad A. Fargo
|
32,134,740
|
138,053
|
3,640,878
|
||
|
Steven R. Gardner
|
30,746,074
|
1,526,719
|
3,640,878
|
||
|
Joseph L. Garrett
|
32,135,200
|
137,593
|
3,640,878
|
||
|
Jeff C. Jones
|
32,131,547
|
141,246
|
3,640,878
|
||
|
Simone F. Lagomarsino
|
31,861,406
|
417,449
|
3,640,878
|
||
|
Michael J. Morris
|
32,114,724
|
158,069
|
3,640,878
|
||
|
Michael E. Pfau
|
32,157,472
|
115,321
|
3,640,878
|
||
|
Zareh H. Sarrafian
|
32,140,589
|
132,204
|
3,640,878
|
||
|
Cora M. Tellez
|
32,113,257
|
159,536
|
3,640,878
|
||
executive officers was approved, on a non-binding advisory basis,
having received the following votes:**
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
22,330,176
|
9,870,211
|
72,406
|
3,640,878
|
increase the total number of shares available for issuance under
the plan from 1,420,000 to 5,000,000 was approved, having
received the following votes:**
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
23,359,152
|
8,815,342
|
98,299
|
3,640,878
|
independent auditors of the Company for the fiscal year ending
December 31, 2017 was ratified, having received the following
votes: **
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
35,616,671
|
255,792
|
41,208
|
Annual Meeting was not contested, the vote required for the
election of each of the ten (10) director nominees by the
stockholders was the affirmative vote of a majority of the votes
cast in favor of or against the election of such director
nominee. Withheld votes were not counted either for or against
the nominee. Abstentions were not counted in the election of
directors and did not affect the outcome. The election of
directors is considered a non-routine item upon which brokerage
firms are not permitted to vote in their discretion on behalf of
their clients if such clients did not furnish voting
instructions. Therefore, broker non-votes were not considered in
determining whether a nominee received the vote required for
election.
majority of the shares for which votes were cast at the 2017
Annual Meeting was required to approve this proposal. Abstentions
and broker non-votes were not counted as votes cast and,
therefore, did not affect this proposal.
serve as the Chair of the Boards Audit Committee. Mr. Jones has
served on the Boards Audit Committee since 2006. His appointment
as Chair of the Audit Committee follows the previous announcement
that Simone F. Lagomarsino, a director of the Company and Pacific
Premier Bank, resigned from her position as Chair and a member of
the Boards Audit Committee.
|
10.1
|
Pacific Premier Bancorp, Inc. Amended and Restated 2012
Long-Term Incentive Plan, as amended |
|
|
10.2
|
Form of 2012 Long-Term Incentive Plan Named Executive
Officer
Incentive Restricted Stock Award Agreement
|
About PACIFIC PREMIER BANCORP, INC. (NASDAQ:PPBI)
Pacific Premier Bancorp, Inc. is a bank holding company. The Company’s subsidiary, Pacific Premier Bank (the Bank), is a California state-chartered commercial bank. The Bank’s primary focus market is small and middle market businesses. The Bank offers various deposit products and services, including checking, money market and savings accounts, cash management services, electronic banking services and online bill payment. The Bank also offers a range of loan products, such as commercial business loans, lines of credit, small business administration (SBA) loans, warehouse credit facilities, commercial real estate (CRE) loans, residential home loans, construction loans and consumer loans. The Bank primarily conducts business throughout California through a network of approximately 60 full-service depository branches. Through the United States Small Business Administration (SBA) lending unit, the Bank provides entrepreneurs and small business owners’ access to loans. PACIFIC PREMIER BANCORP, INC. (NASDAQ:PPBI) Recent Trading Information
PACIFIC PREMIER BANCORP, INC. (NASDAQ:PPBI) closed its last trading session up +0.25 at 35.20 with 146,786 shares trading hands.