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): May 9, 2024
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 Number)
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(IRS Employer Identification No.)
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11611 San Vicente Boulevard,
Suite 500
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Los Angeles, California
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90049
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s 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.):
☐
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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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☐
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per share
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BANC
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New York Stock Exchange
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Depositary Shares, each representing a 1/40th interest in a share of 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series F
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BANC/PF
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New York Stock Exchange
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| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On May 9, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). As of March 15, 2024, the record date for the 2024
Annual Meeting, there were 157,623,468 shares of the Company’s voting common stock outstanding. The results of the items voted on at the 2024 Annual Meeting are as follows:
Proposal I Election of the
twelve director nominees:
The Company’s directors are elected by a majority of the votes cast. Accordingly, the following twelve director nominees were elected, each for a term of
one year:
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Nominee
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For
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Against
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Abstain
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Broker
Non-Vote
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James A. "Conan" Barker
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115,025,875
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1,971,518
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151,423
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N/A
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Paul R. Burke
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116,044,757
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970,646
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133,413
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N/A
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Mary A. Curran
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115,146,051
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1,863,832
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138,933
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N/A
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John M. Eggemeyer
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115,750,413
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1,267,441
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130,962
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N/A
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Shannon F. Eusey
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115,130,094
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1,881,291
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137,431
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N/A
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Richard J. Lashley
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115,033,157
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1,966,285
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149,374
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N/A
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Susan E. Lester
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116,183,735
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848,547
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116,534
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N/A
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Joseph J. Rice
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114,949,695
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2,023,513
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175,608
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N/A
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Todd Schell
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116,183,711
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829,059
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136,046
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N/A
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Vania E. Schlogel
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113,990,539
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2,999,563
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158,714
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N/A
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Andrew Thau
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114,691,608
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2,314,021
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143,187
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N/A
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Jared M. Wolff
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116,110,947
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923,215
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114,654
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N/A
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Proposal II Approval, on an
advisory and non-binding basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting (Say-on-Pay):
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was
approved with the following vote:
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For
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Against
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Abstain
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Broker
Non-Vote
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112,451,310
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4,436,360
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261,146
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N/A
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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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/s/ Ido Dotan
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Ido Dotan
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General Counsel, Chief Administrative Officer, and Corporate Secretary
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