VOTING
RIGHTS
Voting Rights
Only stockholders of record at the close of business on April 16, 2021 (Record Date) are entitled to vote at the Annual Meeting and any
adjournments thereof. On the Record Date, there were 103,472,750 shares of common stock outstanding and eligible to be voted at the Annual Meeting. Each holder of common stock shall have one vote for each share of common stock of the Company in the
holders name on the Record Date.
Stockholders who do not plan to attend the Annual Meeting in person* or who will attend the Annual Meeting but wish to vote
by proxy may do so as follows:
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Internet: going to www.proxypush.com/WAL and following the online instructions. You will need information from your
Notice of Internet Availability or proxy card, as applicable, to submit your proxy.
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Telephone: calling
1-866-249-5139 and following the voice prompts. You will need information from your Notice of Internet Availability or proxy
card, as applicable, to submit your proxy.
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Mail (if you request to receive your proxy materials by mail): marking your vote on your proxy card, signing your name
exactly as it appears on your proxy card, dating your proxy card, and returning it in the envelope provided.
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Stockholders who provide their proxy
over the internet may incur costs, such as telephone and internet access charges, for which the stockholder is responsible. Eligible stockholders of record will not be able to provide their proxy through the internet or over the telephone after
11:59 p.m. Eastern Time on June 14, 2021. After such time, stockholders of record will only be able to vote by attending the Annual Meeting and voting in person.
A proxy may be revoked at any time before the shares represented by it are voted at the Annual Meeting by delivering to the Corporate Secretary of the Company a written
revocation or a duly executed proxy bearing a later date (including a proxy given over the internet or by telephone), or by voting in person at the Annual Meeting. Attendance at the Annual Meeting without voting will not revoke a previously provided
proxy.
If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street
name, and these proxy materials are being forwarded to you by your broker or nominee (record holder) along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your
shares, and the record holder is required to vote your shares in accordance with your instructions. If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares
will be voted as you direct.
If you do not give instructions, whether the broker can vote your shares depends on whether the proposal is considered
routine or non-routine under New York Stock Exchange (NYSE) rules. If a proposal is routine, a broker or other entity holding shares for an owner in street name may vote on
the proposal without voting instructions from the owner. If a proposal is non-routine, the broker or other entity may vote on the proposal only if the owner has provided voting instructions. A broker non-vote occurs when the broker or other entity is unable to vote on a proposal because the proposal is non-routine and the owner does not provide instructions. The
Ratification of Auditor is the only proposal set forth in this proxy statement that is considered routine.
For each of the proposals to be considered at the Annual
Meeting, abstentions and broker non-votes will have the following effect:
Proposal
No. 1 Election of Directors. Broker non-votes and abstentions will have no effect on this proposal.
Proposal No. 2 Advisory (Non-Binding) Vote on
Executive Compensation. Broker non-votes will have no effect on this proposal. Abstentions will have the same effect as votes against the proposal.
Proposal No. 3 Ratification of Auditor. Abstentions will have the same effect as votes against this
proposal.
If your shares are held in the name of a bank or broker, your ability to provide a proxy over the internet or via the telephone will depend on the
processes of your bank or broker. Therefore, we recommend that you follow the instructions on the form you receive.
Your proxy is being solicited by the Board of
Directors of the Company. Your proxy will be voted as you direct; however, if no instructions are given on an executed and returned proxy, it will be voted FOR the election of the thirteen director nominees for a one year term, FOR the approval of
our executive compensation, and FOR the ratification of our auditors.
If any other matters are properly brought before the Annual Meeting, the persons named in the
proxy will vote the shares represented by such proxy on such matters in their discretion. The Company filed its annual report on Form 10-K for its 2020 fiscal year with the Securities and Exchange
Commission (SEC) on February 25, 2021. Stockholders may obtain, free of charge, a copy of our annual report on Form 10-K by visiting www.proxypush.com/WAL or
www.westernalliancebancorporation.com, or by writing to the Company at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004, Attention: Corporate Secretary.
WESTERN ALLIANCE BANCORPORATION 2021 PROXY
STATEMENT 61