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)

 

DELAWARE

 

00-30747

 

33-0885320

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
No.)

 

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.

 

 

 

For

 

Withhold

 

Broker
Non-Votes

 

1. Election of Directors:

 

 

 

 

 

 

 

Mark N. Baker

 

28,590,600

 

399,135

 

3,647,403

 

Stephen M. Dunn

 

26,885,988

 

2,103,747

 

3,647,403

 

John M. Eggemeyer

 

28,159,579

 

830,156

 

3,647,403

 

Barry C. Fitzpatrick

 

26,511,015

 

2,478,720

 

3,647,403

 

George E. Langley

 

22,115,653

 

6,874,082

 

3,647,403

 

Susan E. Lester

 

28,590,268

 

399,467

 

3,647,403

 

Timothy B. Matz

 

26,886,652

 

2,103,083

 

3,647,403

 

Arnold W. Messer

 

26,885,471

 

2,104,264

 

3,647,403

 

Daniel B. Platt

 

28,590,300

 

399,435

 

3,647,403

 

John W. Rose

 

28,306,826

 

682,909

 

3,647,403

 

Robert A. Stine

 

26,647,587

 

2,342,148

 

3,647,403

 

Matthew P. Wagner

 

28,584,780

 

404,955

 

3,647,403

 

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

2. Amendment to the Certificate of Incorporation to Increase the Authorized Number of Shares of Common Stock

 

31,619,239

 

642,150

 

375,749

 

0

 

3. Ratification of Appointment of Independent Auditors

 

32,108,861

 

190,370

 

337,907

 

0

 

4. Approval of the 2007 Executive Incentive Plan

 

26,786,671

 

2,021,664

 

181,400

 

3,647,403

 

 

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.

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Amendment to the Certificate of Incorporation of PacWest Bancorp, amended as of May 14, 2010.

 

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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.

 

 

 

 

PACWEST BANCORP

 

 

 

 

 

 

Date: May 14, 2010

 

By:

/s/ Jared M. Wolff

 

 

 

Name:

Jared M. Wolff

 

 

 

Title:

Executive Vice President and General Counsel

 

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