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
Date of Report (Date of earliest event reported): April 27, 2010
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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001-32550
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88-0365922 |
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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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2700 West Sahara Avenue, Las Vegas, Nevada
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89102 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (702) 248-4200
(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:
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 5.07. Submission of Matters to a Vote of Security Holders.
On April 27, 2010, Western Alliance Bancorporation (the Company) held its Annual Meeting of
Stockholders (the Annual Meeting). All matters voted upon at the Annual Meeting were approved
with the required votes. The matters that were voted upon at the Annual Meeting, and the number of
votes cast for, against or withheld, as well as the number of the number of abstentions and broker
non-votes, as to each such matter, where applicable, are set forth below.
Proposal 1 Election of Directors
The Companys stockholders elected four Class II directors to each serve for a three-year term
expiring in 2013. The voting results were as follows:
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Votes For |
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Votes Withheld |
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Abstentions |
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Broker Non-Votes |
Cary Mack |
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52,457,816 |
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3,373,381 |
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0 |
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9,534,660 |
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Todd Marshall |
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51,591,683 |
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4,239,514 |
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0 |
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9,534,660 |
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M. Nafees Nagy, M.D. |
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51,318,450 |
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4,512,747 |
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0 |
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9,534,660 |
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James E. Nave, D.V.M. |
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51,737,987 |
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4,093,210 |
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0 |
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9,534,660 |
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Proposal 2 Amendment to the Third Article of the Articles of Incorporation
The Companys stockholders approved an Amendment to the Third Article of the Companys Amended
and Restated Articles of Incorporation, to increase the number of authorized shares of common stock
of the Company to 200,000,000. The voting results were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
57,936,066
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7,248,241
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181,550
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0 |
Proposal 3 Amendment to the Seventh Article of the Articles of Incorporation
The Companys stockholders approved an Amendment to the Seventh Article of the Companys
Amended and Restated Articles of Incorporation, to eliminate the default supermajority voting
requirement. The voting results were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
63,892,882
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706,957
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766,018
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0 |
Proposal 4 Advisory (Non-Binding) Vote on Executive Compensation
The Companys stockholders approved an advisory (non-binding) vote on executive compensation.
The voting results were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
49,471,430
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15,128,591
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765,836
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0 |
Proposal 5 Ratification of Auditor
The Companys stockholders ratified the appointment of McGladrey & Pullen, LLP as the
Companys independent auditors for the fiscal year ending December 31, 2010. The voting results
were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
64,870,660
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406,239
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88,958
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0 |
Item 8.01 Other Events
On April 29, 2010, the Company filed a Certificate of Amendment to its Amended and Restated
Articles of Incorporation, increasing the total authorized shares of the Companys common stock
from 100,000,000 to 200,000,000 and eliminating the default supermajority voting requirement. A
copy of the Certificate of Amendment to the Amended and Restated Articles of Incorporation of
Western Alliance Bancorporation is attached hereto as Exhibit 3.1 and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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3.1
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Certificate of Amendment to Amended and Restated Articles of
Incorporation of Western Alliance Bancorporation |