Banc of California Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
$BANC
Major Banks
Finance
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): May 7, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (855 ) 361-2262
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Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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Item 5.07 Submission of Matters of a Vote of Security Holders.
On May 7, 2025, Banc of California, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). As of March 14, 2025, the record date for the 2025 Annual Meeting, there were 158,815,404 shares of the Company’s voting common stock outstanding. At the 2025 Annual Meeting, stockholders voted on the matters disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2025 (the “Proxy Statement”). The results of the items voted on at the 2025 Annual Meeting are as follows:
Proposal I. Election of the twelve director nominees:
The Company’s directors were each elected by a majority of the votes cast. Accordingly, the following twelve director nominees were elected, each for a term of one year expiring at the Company’s 2026 Annual Meeting of Stockholders:
Broker | ||||||||||||||||||||||||||
Nominee | For | Against | Abstentions | Non-Votes | ||||||||||||||||||||||
James A. “Conan” Barker | 122,087,075 | 1,143,458 | 61,169 | N/A | ||||||||||||||||||||||
Paul R. Burke | 121,253,745 | 1,976,898 | 61,059 | N/A | ||||||||||||||||||||||
Mary A. Curran | 121,282,201 | 1,496,962 | 512,539 | N/A | ||||||||||||||||||||||
| John M. Eggemeyer | 120,852,113 | 2,372,635 | 66,954 | N/A | ||||||||||||||||||||||
Shannon F. Eusey | 121,268,096 | 1,510,853 | 512,753 | N/A | ||||||||||||||||||||||
Richard J. Lashley | 122,348,566 | 882,059 | 61,077 | N/A | ||||||||||||||||||||||
Susan E. Lester | 122,023,904 | 1,207,258 | 60,540 | N/A | ||||||||||||||||||||||
Joseph J. Rice | 122,097,907 | 1,132,687 | 61,108 | N/A | ||||||||||||||||||||||
Todd Schell | 122,090,370 | 1,139,857 | 61,475 | N/A | ||||||||||||||||||||||
Vania E. Schlogel | 121,242,763 | 1,535,063 | 513,876 | N/A | ||||||||||||||||||||||
Andrew Thau | 104,909,354 | 18,320,057 | 62,291 | N/A | ||||||||||||||||||||||
Jared M. Wolff | 122,066,688 | 1,163,911 | 61,103 | N/A | ||||||||||||||||||||||
Proposal II. Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:
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 with the following vote:
For | Against | Abstentions | |||||||||||||||||||||||||||
137,551,312 | 373,548 | 95,234 | |||||||||||||||||||||||||||
Proposal III. Approval, on an advisory and non-binding basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement (Say-on-Pay):
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 with the following vote:
For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||||||||||||||
87,282,858 | 34,011,919 | 1,996,925 | N/A | ||||||||||||||||||||||||||||||||||||||
Proposal IV. Approval, on an advisory and non-binding basis, of the frequency of future Say-on-Pay votes (Say-on-Frequency):
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 with the following vote:
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | |||||||||||||||||||||||||
121,455,351 | 48,991 | 1,197,489 | 589,871 | N/A | |||||||||||||||||||||||||
Item 8.01 Other Events.
On May 7, 2025, the Company’s Board of Directors unanimously elected chief executive officer Jared M. Wolff to the role of chair of the Company’s Board of Directors and John M. Eggemeyer to the role of vice chair and lead independent director of the Company’s Board of Directors.
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.
| BANC OF CALIFORNIA, INC. | ||
| /s/ Ido Dotan | ||
| Ido Dotan | ||
| EVP, General Counsel, Chief Administrative Officer and Corporate Secretary | ||
Date: May 8, 2025