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

Decrease in Number of Directors

As previously reported by Pacific Premier Bancorp,Inc. (the “Company”) in its Current Report on Form8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on March28, 2018, Michael Pfau elected not to stand for re-election to the Company’s Board of Directors (the “Board”) at the Company’s 2018 annual meeting of stockholders, which was held on May14, 2018 (the “Annual Meeting”). As a result, the Company’s Board approved a reduction in the size of the Board of Directors of both the Company and Pacific Premier Bank (the wholly-owned bank subsidiary of the Company), from ten (10)members to nine (9)members, which reductions took effect immediately prior to the Annual Meeting.

Item 5.02 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

As described in Item 5.02 below, at the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to (i)increase the authorized shares of common stock of the Company to 150,000,000 shares, (ii)eliminate the prohibition against stockholder action by written consent, (iii)remove the limitation that only the Board may call a special meeting of stockholders, (iv)permit the adoption, amendment or repeal of the Company’s bylaws upon the affirmative vote of holders of at least a majority of the outstanding shares of capital stock of the Company entitled to vote, and (v)eliminate the requirement that a supermajority vote of holders of the outstanding shares of capital stock of the Company entitled to vote be required to amend or repeal certain provisions of the Certificate of Incorporation (the amendments described in clauses (i)through (v)above being referred to as the “Governance Amendments”). The Governance Amendments became effective upon the filing of the Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May15, 2018.

As previously disclosed in the Company’s Current Report on Form8-K filed with the Commission on November16, 2017, in connection with the approval of the Governance Amendments, the Board approved certain conforming changes to the Company’s bylaws, which changes automatically became effective concurrently with the effectiveness of the Governance Amendments and are reflected in the Company’s Amended and Restated Bylaws.

The description of the amendments to the Company’s Certificate of Incorporation and bylaws are qualified in their entirety by reference to the full text of the Second Amended and Restated Certificate of Incorporation of Pacific Premier Bancorp,Inc. and the Amended and Restated Bylaws of Pacific Premier Bancorp,Inc., copies of which are attached hereto as Exhibit3.1 and Exhibit3.2, respectively, and incorporated into this Item 5.02 by reference.

Item 5.02 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Set forth below are the nine items that were voted on at Annual Meeting and the stockholder votes on each such matter, as certified by the Annual Meeting inspector of election. Each of the items below is described in further detail in the definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Commission on April13, 2018 (the “Definitive Proxy Statement”). Other than the nine items addressed below and described in the Definitive Proxy Statement, no other item was submitted at the Annual Meeting for stockholder action. Each of the nine items that were voted on at the Annual Meeting was approved by the Company’s stockholders.

On the record date for the Annual Meeting, there were 46,504,586 shares of Company common stock issued, outstanding and entitled to vote. Stockholders holding 42,907,359 shares of Company common stock were present at the Annual Meeting, in person or represented by proxy.

Proposal 1: Each of the Board’s nominees for director as listed in the Definitive Proxy Statement were elected to serve until the next annual meeting or until their successors are elected and qualified. The votes were as follows: