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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 15, 2021


WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)

Delaware 001-32550 88-0365922
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

One E. Washington Street, Phoenix, Arizona  85004
 (Address of principal executive offices)               (Zip Code)

(602) 389-3500
(Registrant's telephone number, including area code)

Not Applicable
(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 Par Value WAL New York Stock Exchange
6.25% Subordinated Debentures due 2056 WALA New York Stock Exchange

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 5.07    Submission of Matters to a Vote of Security Holders.
On June 15, 2021, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of the Company’s common stock, par value of $0.0001 per share, voted in person or by proxy at the Annual Meeting was 95,111,400 representing 91.92% of the 103,472,750 shares outstanding and entitled to vote at the Annual Meeting. All matters voted upon at the Annual Meeting were approved with the required votes. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.

Proposal 1 Election of Directors

The Company’s stockholders elected thirteen directors to each serve for a one-year term expiring in 2022. The voting results were as follows:

VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
Bruce Beach 88,614,859  60,798  1,629,799    4,825,628 
Juan Figuereo 90,090,218  36,960  178,278    4,825,628 
Howard N. Gould 89,874,489  75,317  355,650  4,825,628 
Steven J. Hilton 88,564,606  142,572  1,578,595    4,825,628 
Marianne Boyd Johnson 88,532,131  29,979  1,723,662    4,825,628 
Robert P. Latta 90,104,513  28,814  152,446  4,825,628 
Adriane McFetridge 90,129,504  36,683  119,585  4,825,628 
Michael Patriarca 90,019,041  26,554  240,178  4,825,628 
Robert Gary Sarver 89,517,874  24,609  743,290  4,825,628 
Bryan Segedi 90,125,952  38,858  120,963  4,825,628 
Donald D. Snyder 87,574,576  125,778  2,585,419  4,825,628 
Sung Won Sohn, Ph.D. 89,875,832  37,993  371,948  4,825,628 
Kenneth A. Vecchione 89,667,189  105,517  513,067  4,825,628 

Proposal 2 Advisory (Non-Binding) Vote on Executive Compensation

The Company’s stockholders approved, on a non-binding advisory basis, executive compensation. The voting results were as follows:
VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
88,741,930 1,418,139 125,703 4,825,628

Proposal 3 Ratification of Auditor

The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021. The voting results were as follows:

VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
89,288,712 5,814,019 8,670

Item 9.01    Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



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.
  WESTERN ALLIANCE BANCORPORATION
(Registrant)
 
 
/s/ Dale Gibbons
Dale M. Gibbons
Vice Chairman and Chief Financial Officer
 
 
 
Date: June 16, 2021


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