Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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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 9, 2024

BANC OF CALIFORNIA, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-35522	04-3639825
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11611 San Vicente Boulevard, Suite 500
Los Angeles, California		90049
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

N/A

(Former name or former address, if changed since last report)

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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.):

☐	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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		BANC		New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series F		BANC/PF		New York Stock Exchange

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Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 9, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). As of March 15, 2024, the record date for the 2024 Annual Meeting, there were 157,623,468 shares of the Company’s voting common stock outstanding. The results of the items voted on at the 2024 Annual Meeting are as follows:

Proposal I Election of the twelve director nominees:

The Company’s directors are elected by a majority of the votes cast. Accordingly, the following twelve director nominees were elected, each for a term of one year:

Nominee		For		Against		Abstain		Broker Non-Vote
James A. "Conan" Barker		115,025,875		1,971,518		151,423		N/A
Paul R. Burke		116,044,757		970,646		133,413		N/A
Mary A. Curran		115,146,051		1,863,832		138,933		N/A
John M. Eggemeyer		115,750,413		1,267,441		130,962		N/A
Shannon F. Eusey		115,130,094		1,881,291		137,431		N/A
Richard J. Lashley		115,033,157		1,966,285		149,374		N/A
Susan E. Lester		116,183,735		848,547		116,534		N/A
Joseph J. Rice		114,949,695		2,023,513		175,608		N/A
Todd Schell		116,183,711		829,059		136,046		N/A
Vania E. Schlogel		113,990,539		2,999,563		158,714		N/A
Andrew Thau		114,691,608		2,314,021		143,187		N/A
Jared M. Wolff		116,110,947		923,215		114,654		N/A

Proposal II Approval, on an advisory and non-binding basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting (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		Abstain		Broker Non-Vote
112,451,310		4,436,360		261,146		N/A

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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
	General Counsel, Chief Administrative Officer, and Corporate Secretary
Date: May 14, 2024

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Document and Entity Information	May 09, 2024
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
Entity File Number	001-35522
Entity Registrant Name	BANC OF CALIFORNIA, INC.
Entity Central Index Key	0001169770
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	04-3639825
Entity Address, Address Line One	11611 San Vicente Boulevard
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90049
City Area Code	855
Local Phone Number	361-2262
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BANC
Security Exchange Name	NYSE
Depositary Shares, each representing a 1/40th interest in a share of 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series F [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series F
Trading Symbol	BANC/PF
Security Exchange Name	NYSE

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