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 11, 2010
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 |
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(Commission File Number) |
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(IRS Employer Identification |
401 West “A” Street
San Diego, California 92101
(Address of Principal Executive Offices)(Zip Code)
(619) 233-5588
(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 5.07 Submission of Matters to a Vote of Security Holders.
On May 11, 2010, PacWest Bancorp (“PacWest” or the “Company”) held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted upon (i) the election of twelve members of the Board of Directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified, (ii) a proposal to amend the Company’s Certificate of Incorporation to increase the number of shares of the Company’s common stock authorized for issuance from fifty million (50,000,000) to seventy-five million (75,000,000), (iii) the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the 2010 fiscal year, and (iv) a proposal to approve the material terms of the Company’s 2007 Executive Incentive Plan.
The stockholders elected all twelve director nominees, approved the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the 2010 fiscal year and approved the proposals to amend the Certificate of Incorporation and to approve the material terms of the Company’s 2007 Executive Incentive Plan. The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.
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For |
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Withhold |
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Broker |
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1. Election of Directors: |
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Mark N. Baker |
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28,590,600 |
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399,135 |
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3,647,403 |
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Stephen M. Dunn |
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26,885,988 |
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2,103,747 |
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3,647,403 |
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John M. Eggemeyer |
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28,159,579 |
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830,156 |
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3,647,403 |
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Barry C. Fitzpatrick |
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26,511,015 |
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2,478,720 |
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3,647,403 |
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George E. Langley |
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22,115,653 |
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6,874,082 |
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3,647,403 |
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Susan E. Lester |
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28,590,268 |
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399,467 |
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3,647,403 |
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Timothy B. Matz |
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26,886,652 |
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2,103,083 |
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3,647,403 |
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Arnold W. Messer |
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26,885,471 |
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2,104,264 |
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3,647,403 |
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Daniel B. Platt |
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28,590,300 |
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399,435 |
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3,647,403 |
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John W. Rose |
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28,306,826 |
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682,909 |
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3,647,403 |
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Robert A. Stine |
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26,647,587 |
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2,342,148 |
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3,647,403 |
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Matthew P. Wagner |
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28,584,780 |
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404,955 |
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3,647,403 |
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For |
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Against |
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Abstain |
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Broker |
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2. Amendment to the Certificate of Incorporation to Increase the Authorized Number of Shares of Common Stock |
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31,619,239 |
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642,150 |
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375,749 |
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0 |
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3. Ratification of Appointment of Independent Auditors |
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32,108,861 |
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190,370 |
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337,907 |
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0 |
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4. Approval of the 2007 Executive Incentive Plan |
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26,786,671 |
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2,021,664 |
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181,400 |
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3,647,403 |
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A Certificate of Amendment to the Certificate of Incorporation reflecting the increase in the number of shares of the Company’s common stock authorized for issuance from fifty million (50,000,000) to seventy-five million (75,000,000) approved by stockholders will be filed with the Secretary of State of the State of Delaware, and become effective, on or about May 14, 2010. A copy of the Certificate of Amendment to the Certificate of Incorporation is attached as Exhibit 3.1 to this Report on Form 8-K 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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3.1 |
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Certificate of Amendment to the Certificate of Incorporation of PacWest Bancorp, amended as of May 14, 2010. |
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 14, 2010 |
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By: |
/s/ Jared M. Wolff |
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Name: |
Jared M. Wolff |
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Title: |
Executive Vice President and General Counsel |