PacWest Bancorp (NASDAQ:PACW) 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.
Reduction of Board Size and Appointment of
Director
At the annual meeting of stockholders held on May15, 2017 (the
Annual Meeting), PacWest Bancorps (the Company) stockholders
elected eleven directors to the Board of Directors (the Board) of
the Company which left two vacancies on the Companys Board.
On May17, 2017, the Companys Board reduced the size of the
Companys Board to twelve members and filled the remaining vacancy
by appointing Mark T. Yung to serve on the Companys Board until
such time as his successor is duly elected and qualified or until
his earlier resignation or removal. Mr.Yung will be appointed to
committees of the Companys Board at a later date.
Compensatory arrangements for Mr.Yung will be consistent with the
Companys previously disclosed standard arrangements for
non-employee directors. Such arrangements are described in the
Companys definitive proxy statement filed with the Securities and
Exchange Commission on March31, 2017 (the Proxy Statement), which
descriptions are incorporated herein by reference.
2017 Stock Incentive Plan and Formof Award Agreements
Thereunder
At the Annual Meeting, the Companys stockholders approved the
PacWest Bancorp 2017 Stock Incentive Plan (the 2017 Stock
Incentive Plan). As more fully described in the Companys Proxy
Statement, upon the recommendation and approval of the Companys
Compensation, Nominating and Governance Committee, the Companys
Board approved the adoption of the 2017 Stock Incentive Plan,
subject to approval by the Companys stockholders at the Annual
Meeting.
Upon approval by the Companys stockholders, the 2017 Stock
Incentive Plan became effective and replaced the Companys 2003
Stock Incentive Plan (as amended and restated as of May16, 2016).
The 2017 Stock Incentive Plan aligns the Companys stock incentive
program with the long-term interests of the Companys stockholders
by providing means to attract, retain, motivate, and reward key
employees and non-employee directors of the Company through
grants of equity compensation for high levels of individual
performance and financial performance of the Company. Subject to
adjustments provided for in the 2017 Stock Incentive Plan, the
total number of stock options, stock awards, and stock
appreciation rights that may be awarded under the 2017 Stock
Incentive Plan may not exceed 4,000,000. Unless terminated
sooner, the 2017 Stock Incentive Plan will remain in effect until
December31, 2022.
The foregoing description of the 2017 Stock Incentive Plan is not
complete and is qualified in its entirety by reference to the
2017 Stock Incentive Plan, which is filed as Exhibit10.1 to this
Form8-K and incorporated herein by reference.
Copies of the forms of the Stock Unit Award Agreement and Stock
Award Agreement approved by the Companys Board to be used for
grants under the 2017 Stock Incentive Plan are also filed as
Exhibit10.2 and 10.3, respectively, to this Form8-K and
incorporated herein by reference.
Item 5.07 Submission of Matters to a
Vote of Security Holders.
At the Companys Annual Meeting, there were 119,870,416 shares of
Company common stock issued and outstanding on the record date
and entitled to vote at the Annual Meeting and 112,932,231 shares
were represented in person or by proxy at the Annual Meeting,
which constituted a quorum to conduct business at the Annual
Meeting.
At the Annual Meeting, the eleven nominees for director were
elected to the Companys Board and the Companys stockholders
approved proposals 2 (Approval of the 2017 Stock Incentive
Plan), 3 (Advisory (non-binding) vote on executive
compensation), and 5 (Ratification of the appointment of KPMG
LLP as the Companys independent auditors for the fiscal year
ending December31, 2017), and recommended holding an advisory
vote on executive compensation every year as described in
proposal 4 and detailed in the Proxy Statement with the
affirmative vote of the holders of a majority of the shares of
common stock present at the Annual Meeting in person or by
proxy and entitled to vote.
At the Annual Meeting, the Companys stockholders cast the
highest number of votes for voting every year, compared to
every two years or every three years, with regard to the
advisory (non-binding) vote on the frequency of future
stockholder votes on executive compensation. Based on these
results and consistent with the previous recommendation of the
Companys Board, the Companys Board determined at its meeting
held on May17, 2017, that the Company will hold an advisory
(non-binding) vote on executive compensation on an annual basis
until the next required advisory (non-binding) vote on the
frequency of executive compensation votes occurs.
The final number of votes cast for, against or withheld, as
well as the number of abstentions and broker non-votes, with
respect to each matter are set out below.
Proposal 1
The election of the Companys directors who shall hold office
until the next annual meeting of stockholders or until their
successors are duly elected and qualified were as follows:
|
|
|
|
|
|
Broker |
|
|
|
|
For |
|
Withhold |
|
Non-Vote |
|
|
|
Tanya M. Acker |
103,583,584 |
709,269 |
8,639,378 |
||||
|
Paul R. Burke |
103,090,652 |
1,202,201 |
8,639,378 |
||||
|
Craig A. Carlson |
103,280,270 |
1,012,583 |
8,639,378 |
||||
|
John M. Eggemeyer III |
101,659,140 |
2,633,713 |
8,639,378 |
||||
|
C. William Hosler |
103,090,335 |
1,202,518 |
8,639,378 |
||||
|
Susan E. Lester |
102,454,954 |
1,837,899 |
8,639,378 |
||||
|
Roger H. Molvar |
103,091,949 |
1,200,904 |
8,639,378 |
||||
|
James J. Pieczynski |
100,379,335 |
3,913,518 |
8,639,378 |
||||
|
Daniel B. Platt |
101,819,981 |
2,472,872 |
8,639,378 |
||||
|
Robert A. Stine |
102,612,258 |
1,680,595 |
8,639,378 |
||||
|
Matthew P. Wagner |
102,211,573 |
2,081,280 |
8,639,378 |
Proposal 2
Approval of the 2017 Stock Incentive Plan. This proposal was
approved with the following vote:
|
|
|
|
|
|
Broker |
|
|
|
For |
|
Against |
|
Abstain |
|
Non-Vote |
|
|
102,038,910 |
1,759,556 |
494,387 |
8,639,378 |
Proposal 3
Advisory (non-binding) vote on executive compensation. This
proposal was approved with the following vote:
|
|
|
|
|
|
Broker |
|
|
|
For |
|
Against |
|
Abstain |
|
Non-Vote |
|
|
100,782,351 |
3,007,164 |
503,338 |
8,639,378 |
Proposal 4
Advisory (non-binding) vote on the frequency of future advisory
votes on executive compensation.
|
|
|
|
|
|
|
|
Broker |
|
|
|
1Year |
|
2Years |
|
3Years |
|
Abstain |
|
Non-Vote |
|
|
85,672,762 |
306,429 |
17,895,723 |
417,939 |
8,639,378 |
Proposal 5
Ratification of the appointment of KPMG LLP as the Companys
independent auditors for the fiscal year ending December31,
2017. This proposal was approved with the following vote:
|
For |
|
Against |
|
Abstain |
|
|
111,004,818 |
1,864,586 |
62,827 |
Item 9.01 Financial Statements and
Exhibits.
(d)Exhibits
|
Exhibit Number |
|
Description |
|
10.1 |
PacWest Bancorp 2017 Stock Incentive Plan (included as |
|
|
10.2 |
Form of Stock Unit Award Agreement |
|
|
10.3 |
Form of Stock Award Agreement |
About PacWest Bancorp (NASDAQ:PACW)
PacWest Bancorp is a bank holding company for Pacific Western Bank (the Bank). The Company is focused on relationship-based business banking to small, middle-market and venture-backed businesses. The Bank offers a range of loan and deposit products and services through approximately 80 branches located throughout the state of California. The Company provides commercial banking services, and deposit and treasury management services to small and middle-market businesses. It offers products and services under the brand names of Pacific Western, as well as its business groups, CapitalSource Inc. and Square 1 Bank. CapitalSource focuses on providing cash flow, asset-based, equipment and real estate loans and treasury management services to middle market businesses. Square 1 Bank focuses on providing a range of financial products to service entrepreneurial businesses and their venture capital and private equity investors. PacWest Bancorp (NASDAQ:PACW) Recent Trading Information
PacWest Bancorp (NASDAQ:PACW) closed its last trading session down -2.44 at 47.04 with 882,831 shares trading hands.