8-K 1 ub8k.txt ________________________________________________________________________________ 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): JULY 2, 2008 UNIONBANCAL CORPORATION ______________________________________________________ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 001-15081 94-1234979 ________________________ ________________________ ___________________ (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 400 California Street San Francisco, CA 94104-1302 ___________________________________________________ (Address of principal executive offices) (Zip Code) Tel. (415) 765-2969 __________________________________________________ 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): [ ] 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)) ________________________________________________________________________________ ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. THE FOLLOWING DISCLOSURE IS MADE PURSUANT TO ITEM 5.02(F) OF FORM 8-K: Footnote 7 to the Summary Compensation Table in our 2008 proxy statement dated May 22, 2008 stated that Masaaki Tanaka, President and Chief Executive Officer, might receive a discretionary annual cash payment paid by The Bank of Tokyo-Mitsubishi UFJ and reimbursed by us under our service agreement with The Bank of Tokyo-Mitsubishi UFJ. This cash payment would be for the service period from July 1, 2007 to June 30, 2008. Prior to July 2008, the actual amount of this cash payment was not calculable, and so the amount of the payment to Mr. Tanaka was not included in the Summary Compensation Table in reliance on Instruction 1 to Item 402(c)(2)(iv) of Regulation S-K. On July 2, 2008, our Executive Compensation & Benefits Committee approved the reimbursement to The Bank of Tokyo-Mitsubishi UFJ of $211,950 for the annual discretionary cash payment described above, of which $105,975 was attributable to service rendered for 2007 compensation and would appear in the "Bonus" column for 2007. Also on July 2, 2008, our Executive Compensation & Benefits Committee approved the reimbursement to The Bank of Tokyo-Mitsubishi UFJ of an additional discretionary bonus of $77,830 to Mr. Tanaka, of which $38,915 was attributable to service rendered for 2007 compensation and would appear in the "Bonus" column for 2007. Mr. Tanaka's total 2007 compensation, as recalculated to include these bonuses, is $668,662. -2- 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. Dated: July 9, 2008 UNIONBANCAL CORPORATION By: /s/ MORRIS W. HIRSCH _______________________________________ Morris W. Hirsch SEVP, GENERAL COUNSEL AND SECRETARY (DULY AUTHORIZED OFFICER) -3-