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 8, 2012
Date of Report (Date of Earliest Event Reported)
PACWEST BANCORP
(Exact Name of Registrant as Specified in Charter)
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DELAWARE |
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00-30747 |
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33-0885320 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification |
10250 Constellation Blvd., Suite 1640
Los Angeles, California 90067
(Address of Principal Executive Offices)(Zip Code)
(310) 286-1144
(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):
x 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 5.07. Submission of Matters to a Vote of Security Holders.
On May 9, 2012, PacWest Bancorp (the “Company”) held its annual meeting of stockholders. The Company’s stockholders approved each of the four proposals detailed in the Corporation’s 2012 Proxy Statement.
Proposal 1
The election of the Company’s directors for the annual term expiring in 2013:
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Broker |
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For |
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Withhold |
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Non-Vote |
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1. Election of Directors: |
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Mark N. Baker |
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30,627,182 |
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235,399 |
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2,688,960 |
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Craig C. Carlson |
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30,632,602 |
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229,979 |
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2,688,960 |
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Stephen M. Dunn |
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28,537,144 |
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2,325,437 |
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2,688,960 |
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John M. Eggemeyer |
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20,298,046 |
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10,564,535 |
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2,688,960 |
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Barry C. Fitzpatrick |
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28,530,834 |
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2,331,747 |
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2,688,960 |
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George E. Langley |
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30,610,877 |
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251,704 |
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2,688,960 |
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Susan E. Lester |
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30,631,296 |
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231,285 |
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2,688,960 |
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Timothy B. Matz |
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28,533,872 |
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2,328,709 |
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2,688,960 |
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Arnold W. Messer |
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29,812,119 |
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1,050,462 |
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2,688,960 |
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Daniel B. Platt |
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30,472,197 |
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390,384 |
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2,688,960 |
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John W. Rose |
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30,366,110 |
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496,471 |
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2,688,960 |
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Robert A. Stine |
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28,435,461 |
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2,517,120 |
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2,688,960 |
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Matthew P. Wagner |
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30,559,357 |
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303,224 |
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2,688,960 |
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Proposal 2
Amendment to the 2003 Stock Incentive Plan
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Broker |
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For |
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Against |
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Abstain |
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Non-Vote |
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18,587,626 |
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12,135,912 |
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139,043 |
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2,688,960 |
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Proposal 3
Advisory vote on Executive Compensation:
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Broker |
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For |
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Against |
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Abstain |
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Non-Vote |
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25,840,364 |
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4,844,249 |
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177,968 |
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2,688,960 |
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Proposal 4
Ratification of the selection of KPMG as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2012:
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For |
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Against |
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Abstain |
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32,799,993 |
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425,976 |
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325,572 |
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Item 8.01. Other Events.
On May 8, 2012, PacWest Bancorp issued a press release disclosing its proposal to acquire First California Financial Group, Inc. in an all-stock merger for $7.25 per share. The press release announcing the proposal, including the text of the letter delivered to the Board of First California Financial Group, Inc., is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated May 8, 2012. |
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.
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PACWEST BANCORP | |
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Date: May 11, 2012 |
By: |
/s/ Lynn M. Hopkins | |
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Name: |
Lynn M. Hopkins |
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Title: |
Executive Vice President & Corporate |