Current Report Filing (8-k)
June 14 2017 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2017
BANC OF CALIFORNIA, INC.
(Exact name of Registrant as specified in its Charter)
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Maryland
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001-35522
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04-3639825
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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3 MacArthur Place, Santa Ana, California
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92707
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (855)
361-2262
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2017, J. Francisco A. Turner resigned from his positions as Interim Chief
Financial Officer of Banc of California, Inc. (the Company) and Executive Vice President, Chief Strategy Officer and Interim Chief Financial Officer of Banc of California, N.A., a wholly owned subsidiary of the Company (the
Bank). As discussed below, in connection with his resignation, Mr. Turner and the Company and the Bank entered into an Employment Separation Agreement and Release.
Upon Mr. Turners resignation, the Companys Board of Directors appointed Albert J. Wang, age 42, Executive Vice President and Chief Accounting
Officer of the Company and the Bank, who has served as the Companys principal accounting officer since September 2016, to also serve as the Companys principal financial officer while the Company continues its search for a permanent Chief
Financial Officer.
The Company issued a press release on June 14, 2017 announcing Mr. Turners resignation and Mr. Wangs
appointment, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release contains additional biographical information for Mr. Wang.
Effective June 12, 2017 (the Effective Date), the Company, the Bank and Mr. Turner entered into an Employment Separation Agreement and
Release (the Agreement) pursuant to which Mr. Turner resigned from all positions he held with respect to the Company, the Bank and their respective affiliated entities. The Agreement provides for Mr. Turner to receive:
(i) a
one-time
lump-sum
cash payment of $2,750,000 by June 15, 2017; and (ii) for up to 18 months or until he obtains alternative benefits coverage,
whichever occurs first, following the Effective Date, reimbursement for the monthly premium payments he makes to continue his health care coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA). The Agreement further provides for
certain limitations on Mr. Turners rights under his existing indemnification agreement with the Company.
The Agreement contains a general
release of claims by Mr. Turner, including any rights he may have under his existing employment agreement with the Company, with customary exceptions for obligations arising from the Agreement, vested benefits, indemnity rights and matters that
cannot be released by private agreement. Mr. Turner has agreed to cooperate fully with the Company and the Bank in connection with any existing or future investigations, claims, litigation, audits, inquiries or similar actions and to remain
bound by the clawback, confidentiality and
non-solicitation
provisions of his employment agreement with the Bank. The Agreement provides for a Standstill Period through December 31, 2018,
during which Mr. Turner has agreed to limit his ownership of common stock and common stock equivalents of the Company and not to engage in certain other activities.
A copy of the Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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99.1
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Press release dated June 14, 2017
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99.2
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Employment Separation Agreement and Release, dated June 12, 2017
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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BANC OF CALIFORNIA, INC.
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June 14, 2017
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/s/ John C. Grosvenor
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John C. Grosvenor
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General Counsel and Corporate Secretary
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4
EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press release dated June 14, 2017
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99.2
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Employment Separation Agreement and Release, dated June 12, 2017
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