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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
2018 Amended and Restated Executive Incentive Plan
On February14, 2018, the Board of Directors (the “Board”) of PacWest Bancorp (the “Company”), the Board of Directors of Pacific Western Bank, and the Compensation, Nominating and Governance Committee (the “CNG Committee”) of the Board approved an amendment and restatement of the Company’s Executive Incentive Plan (the “2018 EIP”), under which the Company’s executive team, including the Company’s named executive officers, are eligible to receive cash incentive awards based on the achievement of certain performance goals.
The 2018 EIP became effective as of January1, 2018 and replaced the Company’s prior version of the Executive Incentive Plan. The 2018 EIP is generally consistent with the prior Executive Incentive Plan except that the 2018 EIP (1)removes provisions relating to Section162(m)(“Section162(m)”) of the Internal Revenue Code of 1986, as amended, which will no longer apply to cash incentive awards granted under the 2018 EIP as result of the enactment of the Tax Cuts and Jobs Act, which eliminated the performance-based compensation exception under Section162(m)for tax years beginning on and after January1, 2018, and (2)expands the list of business criteria that can be used to establish performance goals for cash incentive awards under the 2018 EIP.
The description of the 2018 EIP is qualified in its entirety by reference to the complete terms of the 2018 EIP, a copy of which is attached hereto as Exhibit10.1 and incorporated by reference herein.
Item 8.01. Other Events.
Stock Repurchase Program
On February14, 2018, the Board amended its existing stock repurchase program to increase the authorized repurchase amount to $350 million effective as of February15, 2018 and extend the program maturity to February28, 2019.
The Company commenced its stock repurchase program in October2016 with an authorized repurchase amount not to exceed $400 million and an expiration date of December31, 2017. On November15, 2017, the Board amended its stock repurchase program to reduce the authorized repurchase amount to $150 million and extend the program maturity to December31, 2018. Since the program inception through February14, 2018, the Company repurchased 4,025,519 shares at an aggregate cost of $194.1 million.
The common stock repurchases may be effected through open market purchases or in privately negotiated transactions and may utilize any derivative or similar instrument to effect share repurchase transactions (including, without limitation, accelerated share repurchase contracts, equity forward transactions, equity option transactions, equity swap transactions, cap transactions, collar transactions, floor transactions or other similar transactions or any combination of the foregoing transactions). The amount and exact timing of any repurchases will depend upon market conditions and other factors. There are no assurances the Company will repurchase any shares during this period, and the stock repurchase program may be suspended or discontinued at any time.