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

 

May 16, 2016

Date of Report (Date of Earliest Event Reported)

 

PACWEST BANCORP

(Exact Name of Registrant as Specified in Charter)

 

 

 

9701 Wilshire Blvd., Suite 700

Beverly Hills, California 90212

(Address of Principal Executive Offices)(Zip Code)

 

(310) 887-8500

(Registrant’s Telephone Number, including Area Code)

 

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):

 

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

 

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

 

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

 

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

 

 

 

Item 5.02              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)

 

In recognition of his long-term service to PacWest Bancorp (the “Company”), the Board of Directors (the “Board”) of the Company unanimously approved a one-time discretionary service award to be paid to Victor R. Santoro, Executive Vice President and Vice Chairman of Corporate Development, in connection with his expected retirement on June 30, 2016, in the amount of $600,000.

 

Additionally, on May 16, 2016, the stockholders approved at the annual meeting of stockholders (the “Meeting), the amended and restated PacWest Bancorp 2003 Stock Incentive Plan (the “Stock Incentive Plan”). The Stock Incentive Plan continues the enhancement of the Company’s executive compensation programs by further aligning the Company’s compensation programs with the long-term interests of the Company’s stockholders. The Stock Incentive Plan does not increase the number of shares reserved for future issuance under the Stock Incentive Plan beyond what the Company’s stockholders previously approved in 2014 and specifically (i) adds “total stockholder return” (“TSR”) to the list of business criteria on which performance goals may be based for awards that are intended to satisfy the “performance-based compensation” exception to the deductibility limit under Section 162(m) of the Internal Revenue Code, (ii) eliminates the administrator’s ability to reprice options or other awards without the approval of the Company’s stockholders and (iii) limits the value of awards that may be granted to any of the Company’s non-employee directors in a calendar year. Unless sooner terminated, the Stock Incentive Plan will remain in effect until May 31, 2019, provided that the additional shares reserved in connection with the CapitalSource Inc. merger shall remain available for grant until April 20, 2020.

 

A summary of the Stock Incentive Plan is included in Proposal No. 2 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2016, as amended by Amendment No. 1 to Schedule 14A, filed with the SEC on May 9, 2016 (collectively, the “Proxy Statement”). The foregoing description of the Stock Incentive Plan is not complete and is qualified in its entirety by reference to the Stock Incentive Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

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Item 5.07.                                        Submission of Matters to a Vote of Security Holders.

 

The Company held its Meeting, at which all matters submitted to a vote of our stockholders as described in the Proxy Statement were approved. The matters submitted to a vote were the (1) election of the Company’s directors, (2) approval of the Stock Incentive Plan, (3) an advisory (non-binding) vote on compensation of the Company’s named executive officers and (4) ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2016.

 

There were 120,208,695 shares of Company common stock issued and outstanding on the record date and entitled to vote at the Meeting and 110,258,335 shares were represented in person or by proxy at the Meeting, which constituted a quorum to conduct business at the Meeting.

 

The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set out below.

 

Proposal 1

 

The results of the election of the Company’s directors who will hold office until the next annual meeting of the Company’s stockholders or until their successors are duly elected and qualified were as follows:

 

						Broker
		For		Withhold		Non-Vote
Paul R. Burke		99,389,464		458,417		10,410,454
Craig A.Carlson		98,544,693		1,303,188		10,410,454
John M. Eggemeyer		98,990,469		857,412		10,410,454
Barry C. Fitzpatrick		99,131,314		716,567		10,410,454
Andrew B. Fremder		99,551,604		296,277		10,410,454
C. William Hosler		98,304,589		1,543,292		10,410,454
Susan E. Lester		97,954,535		1,893,346		10,410,454
Roger H. Molvar		98,347,329		1,500,552		10,410,454
James J. Pieczynski		99,328,380		519,501		10,410,454
Daniel B. Platt		99,229,314		618,567		10,410,454
Robert A. Stine		99,096,844		751,037		10,410,454
Matthew P. Wagner		99,348,425		499,456		10,410,454

 

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Proposal 2

 

Approval of the Stock Incentive Plan. This proposal was approved with the following vote:

 

						Broker
For		Against		Abstain		Non-Vote
94,819,545		4,720,906		307,430		10,410,454

 

Proposal 3

 

Advisory (non-binding) vote on executive compensation. This proposal was approved with the following vote:

 

						Broker
For		Against		Abstain		Non-Vote
96,730,826		2,194,301		922,754		10,410,454

 

Proposal 4

 

Ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2016. This proposal was approved with the following vote:

 

For		Against		Abstain
106,730,885		3,380,300		147,150

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		PacWest Bancorp 2003 Stock Incentive Plan, as amended and restated, dated May 16, 2016.

 

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SIGNATURE

 

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.

 

		PACWEST BANCORP
Date: May 18, 2016	By:	/s/ Kori L. Ogrosky
		Name:	Kori L. Ogrosky
		Title:	EVP, General Counsel and Corporate Secretary

 

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