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.
Reorganization, dated as of December 12, 2016 (the Merger
Agreement), by and between Pacific Premier Bancorp, Inc., a
Delaware corporation (the Company), and Heritage Oaks Bancorp, a
California corporation (HEOP), HEOP will be merged with and into
the Company, with the Company as the surviving corporation (the
Corporate Merger), promptly followed by the merger of HEOPs
wholly-owned bank subsidiary, Heritage Oaks Bank (Heritage Oaks
Bank), with and into Pacific Premier Bank, the wholly-owned bank
subsidiary of the Company (Pacific Premier), with Pacific Premier
as the surviving bank (the Bank Merger and, together with the
Corporate Merger, the Proposed Transaction). Subject to customary
closing conditions, the Proposed Transaction is expected to be
consummated effective as of April 1, 2017.
necessary to appoint or elect, effective as of the effective time
of the Proposed Transaction, three individuals as directors of
the Company and Pacific Premier, one of whom is required to be
Simone Lagomarsino, the President and Chief Executive Officer of
HEOP and Heritage Oaks Bank. In addition, Michael Morris and
Michael Pfau, the Chairman and Vice Chairman, respectively, of
the Boards of Directors of HEOP and Heritage Oaks Bank, have been
proposed as the other two directors (all three, collectively, the
Director Nominees). Each such individual Director Nominee is
expected to serve until the first annual meeting of stockholders
of the Company and Pacific Premier, as the case may be, following
the effective time of the Proposed Transaction and until his or
her successor is elected and qualified. Because neither the
Company nor Pacific Premier is increasing the size of its
respective Board of Directors, in order to facilitate the
Companys compliance with the terms of the Merger Agreement,
Messrs. Kenneth Boudreau, John Goddard and Michael McKennon (the
Resigning Directors) notified the Companys Chairman of the Board
on March 27, 2017 of their intent to resign from the Boards of
Directors of the Company and Pacific Premier, effective
immediately prior to, and conditioned upon, the effectiveness of
the Proposed Transaction.
accordance with the Companys Amended and Restated Bylaws, the
Boards of Directors of the Company and Pacific Premier appointed
each of the Director Nominees to fill the vacancies created by
the resignations of the Resigning Directors, to serve as
directors of the Company and Pacific Premier effective as of the
effective time of the Proposed Transaction and until the first
annual meeting of stockholders of the Company following the
effective time of the Proposed Transaction and until her or his
successor is elected and qualified; provided that, in the event
the Proposed Transaction is not consummated, the appointments
will have no force or effect.
stockholders (the Special Meeting) to consider and vote upon (i)
a proposal to approve the issuance of shares of the Companys
common stock to the stockholders of HEOP to the Merger Agreement,
and (ii) a proposal to adjourn the Special Meeting to a later
date or dates, if necessary, to permit further solicitation of
proxies if there are not sufficient votes at the time of the
Special Meeting to approve the issuance of shares of the Companys
common stock in connection with the Proposed Transaction. As
described below, there were sufficient shares of the Companys
common stock present in person or by proxy and voted at the
Special Meeting in favor of the first proposal, and as a result,
the adjournment proposal was not considered or voted upon at the
Special Meeting The following are the voting results of the
Special Meeting.
shares of the Companys common stock issued, outstanding and
entitled to vote. Stockholders holding 23,291,546 shares of
Company common stock were present at the Special Meeting, in
person or represented by proxy.
Stock.*
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For
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Against
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Abstain
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Broker Non-Votes
|
|
23,260,571
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10,611
|
20,364
|
shares for which votes were cast at the Special 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.
that, at the Special Meeting, its stockholders had approved the
issuance of shares of the Companys common stock to the
stockholders of HEOP to the Merger Agreement. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
8-K, including Exhibit 99.1, shall not be deemed filed for the
purposes of the Securities Exchange Act of 1934, as amended, nor
shall such information and Exhibit be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific
reference in such a filing.
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99.1
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Press Release dated March 28, 2017.
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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 down -0.05 at 36.35 with 191,711 shares trading hands.
