Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - WESTERN ALLIANCE BANCORPORATION | exhibit312.htm |
| EX-31.1 - EXHIBIT 31.1 - WESTERN ALLIANCE BANCORPORATION | exhibit311.htm |
| EX-10.10 - EXHIBIT 10.10 - WESTERN ALLIANCE BANCORPORATION | exhibit1010.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
Commission file number: 001-32550
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 88-0365922 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
One E. Washington Street Suite 1400, Phoenix, AZ | 85004 | |
(Address of principal executive offices) | (Zip Code) | |
(602) 389-3500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, $0.0001 Par Value | New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ý | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
The aggregate market value of the registrant’s voting stock held by non-affiliates was approximately $2.47 billion based on the June 30, 2016 closing price of said stock on the New York Stock Exchange ($32.65 per share).
As of February 21, 2017, Western Alliance Bancorporation had 105,330,934 shares of common stock outstanding.
Portions of the registrant’s definitive proxy statement for its 2017 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.
Explanatory Note
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 28, 2017 (the “Form 10-K”), is to correct the effective date for Exhibit 10.10 as set forth in the Exhibit Index included in Item 15 from February 24, 2017 to February 28, 2017, and to file the Form of Indemnification Agreement as Exhibit 10.10, which was inadvertently omitted from the original filing.
No changes have been made to the Form 10-K other than the inclusion of Exhibit 10.10 and the correction of the effective date of Exhibit 10.10, as set forth in the Exhibit Index. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K. This amendment also includes new certifications as required pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WESTERN ALLIANCE BANCORPORATION | ||||
March 1, 2017 | By: | /s/ Dale Gibbons | ||
Dale Gibbons | ||||
Chief Financial Officer | ||||
PART IV
Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
EXHIBITS
10.10* | Form of Indemnification Agreement, dated February 28, 2017, by and between Western Alliance and each of Western Alliance's directors and executive officers. ± | |
31.1* | CEO Certification Pursuant Rule 13a-14(a)/15d-14(a). | |
31.2* | CFO Certification Pursuant Rule 13a-14(a)/15d-14(a). | |
* Filed herewith.
± Management contract or compensatory arrangement.