Attached files
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): June 9, 2017
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 No.)
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(IRS Employer
Identification No.)
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3
MacArthur Place, Santa Ana, California
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92707
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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.
below):
☐
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))
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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On June
9, 2017, at the conclusion of the Annual Meeting of Stockholders
(the “2017 Annual Meeting”) of Banc of California,
Inc., a Maryland corporation (the “Company”), the
previously reported appointments of Douglas H. Bowers, Mary A.
Curran and Bonnie G. Hill as directors of the Company became
effective and the previously reported resignation of Eric L.
Holoman as a director of the Company became effective. Mr. Bowers
was appointed as a member of the Joint ALCO Committee, Joint Credit
Committee and Joint Enterprise Risk Committee of the Boards of
Directors of the Company and Banc of California, N.A., a wholly
owned subsidiary of the Company, Ms. Curran was appointed as a
member of the Boards’ Joint Credit Committee and Joint
Enterprise Risk Committee and Dr. Hill was appointed as a member of
the Boards’ Joint Compensation Committee and Joint Nominating
and Corporate Governance Committee. The remaining information
required by Item 5.02 of Form 8-K with respect to the appointments
of Mr. Bowers, Ms. Curran and Dr. Hill as directors of the Company
is incorporated herein by reference from the Company’s
Current Reports on Form 8-K filed with the Securities and Exchange
Commission on April 27, 2017 (in the case of Mr. Bowers) and April
4, 2017 (in the case of Ms. Curran and Dr. Hill).
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As
noted under Item 5.07 of this Form 8-K, at the 2017 Annual Meeting,
the Company’s stockholders approved amendments to the
Company’s charter to: (i) declassify the Company’s
Board of Directors and provide for the annual election of all
directors (the “Board Declassification Charter
Amendment”); (ii) allow for removal of directors with or
without cause by majority vote of the stockholders (the
“Director Removal Charter Amendment”); (iii) authorize
amendment of the Company’s bylaws by majority vote of the
stockholders, provided that a two-thirds vote (which is a reduced
supermajority requirement) would be required to amend the bylaw
provision regarding the calling of special meetings of stockholders
(the “Bylaw Amendment Vote Requirement Reduction Charter
Amendment”); and (iv) remove all supermajority stockholder
voting requirements to amend certain provisions of the
Company’s charter (the “Charter Amendment Vote
Requirement Reduction Charter Amendment” and together with
the Board Declassification Charter Amendment, Director Removal
Charter Amendment and Bylaw Amendment Vote Requirement Reduction
Charter Amendment, the “Charter
Amendments”).
Additional
information regarding the Charter Amendments is contained in the
Company’s definitive proxy statement for the 2017 Annual
Meeting (the “Proxy Statement”), filed with the
Securities and Exchange Commission on April 28, 2017, under the
heading “Corporate Governance Proposals Overview (Proposals
III, IV, V and VI)” and is incorporated herein by reference.
As indicated in the Proxy Statement, with respect to the Board
Declassification Charter Amendment, the Company’s directors
will be elected to one-year terms starting with the 2018 Annual
Meeting of Stockholders (the “2018 Annual Meeting”),
but the existing terms of directors elected prior to the 2018
Annual Meeting will not be shortened. Accordingly, directors
previously elected to three-year terms, including those directors
elected at the 2017 Annual Meeting (whose terms will expire at the
2020 Annual Meeting of Stockholders (the “2020 Annual
Meeting”)) will continue to serve until the end of their
terms. Beginning with the 2020 Annual Meeting, the entire Board of
Directors of the Company will be elected annually.
The
Charter Amendments became effective upon the filing by the Company
of articles of amendment to the Company’s charter with the
Maryland Department of Assessments and Taxation on June 12, 2017.
Copies of the articles of amendment are attached hereto as Exhibits
3.1 to 3.4 and are incorporated herein by reference. Concurrent
with the effectiveness of the Board Declassification Charter
Amendment, an amendment to the Company’s bylaws (the
“Bylaw Amendment”) approved by the Company’s
Board of Directors making corresponding changes to Sections 2.01
and 2.02 of the Company’s bylaws became effective. A copy of
the Bylaw Amendment is attached hereto as Exhibit 3.5 and is
incorporated herein by reference.
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Item
5.07
Submission
of Matters to a Vote of Security Holders.
As
noted above, on June 9, 2017, the Company held its 2017 Annual
Meeting. As of April 13, 2017, the voting record date for the 2017
Annual Meeting, there were 52,482,585 shares of the Company’s
voting common stock outstanding. The results of the items voted on
at the 2017 Annual Meeting are as follows:
Proposal I
Election
of the two Class II director nominees, each for a term of three
years:
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Nominee
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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Halle
J. Benett
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40,486,750
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2,013,271
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202,798
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5,767,921
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Robert
D. Sznewajs
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40,926,486
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1,577,373
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198,960
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5,767,921
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In an
uncontested election, which this election was, the Company’s
directors are elected by a majority of the votes cast. Accordingly,
each of the nominees named above was elected.
Proposal II
Ratification
of the appointment of KPMG LLP as the Company’s independent
registered public accounting firm for the year ending December 31,
2017:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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47,889,945
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491,968
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88,827
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0
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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.
Proposal III
An
amendment to the Company’s charter to declassify the Board of
Directors and provide for the annual election of all
directors:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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42,142,377
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532,316
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28,127
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5,767,921
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The
vote required to approve this proposal was the affirmative vote of
the holders at least 80% of the outstanding shares of the
Company’s voting common stock entitled to vote on the
proposal. Accordingly, this proposal was
approved.
Proposal IV
An
amendment to the Company’s charter to allow for removal of
directors with or without cause by majority vote of the
stockholders:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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42,113,924
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527,298
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61,598
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5,767,921
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The
vote required to approve this proposal was the affirmative vote of
the holders at least 80% of the outstanding shares of the
Company’s voting common stock entitled to vote on the
proposal. Accordingly, this proposal was approved.
Proposal V
An
amendment to the Company’s charter to authorize amendment of
the Company’s bylaws by majority vote of the stockholders,
provided that a two-thirds vote (which is a reduced
supermajority requirement) would be required to amend the bylaw
provision regarding the calling of special meetings of
stockholders:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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42,065,749
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593,801
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43,269
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5,767,921
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The
vote required to approve this proposal was the affirmative vote of
the holders of at least 80% of the outstanding shares of the
Company’s voting common stock entitled to vote on the
proposal. Accordingly, this proposal was approved.
3
Proposal VI
An
amendment to the Company’s charter to remove all
supermajority stockholder voting requirements to amend certain
provisions of the Company’s charter:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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42,000,132
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612,010
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90,678
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5,767,921
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The
vote required to approve this proposal was the affirmative vote of
the holders of at least 80% of the outstanding shares of the
Company’s voting common stock entitled to vote on the
proposal. Accordingly, this proposal was approved.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
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Articles of
Amendment for Board Declassification Charter Amendment
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Articles of
Amendment for Director Removal Charter Amendment
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Articles of
Amendment for Bylaw Amendment Vote Requirement Reduction Charter
Amendment
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Articles of
Amendment for Charter Amendment Vote Requirement Reduction Charter
Amendment
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Bylaw
Amendment
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4
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.
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BANC
OF CALIFORNIA, INC.
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June 12,
2017
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By:
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/s/ John C.
Grosvenor
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John C.
Grosvenor
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General Counsel and
Corporate Secretary
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5
EXHIBIT INDEX
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Exhibit No.
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Description
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Articles of
Amendment for Board Declassification Charter Amendment
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Articles of
Amendment for Director Removal Charter Amendment
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Articles of
Amendment for Bylaw Amendment Vote Requirement Reduction Charter
Amendment
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Articles of
Amendment for Charter Amendment Vote Requirement Reduction Charter
Amendment
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Bylaw
Amendment
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