ppbi_8k-bylaws2010.htm

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)		September 29, 2010
PACIFIC PREMIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE	0-22193			33-0743196
(State or other jurisdiction of incorporation)	(Commission File Number)			(I.R.S. Employer Identification No.)
1600 Sunflower Ave, Second Floor, Costa Mesa, CA				92626
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code			(714) 431-4000
Not Applicable
(Former name or former address, if changed since last report.)
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 29, 2010, the Board of Directors (the “Board”) of Pacific Premier Bancorp, Inc. (the “Corporation”) adopted an amendment to Article I, Section 6 of the Corporation’s Bylaws (the “Bylaw Amendment”), effective immediately, to revise the advance notice procedures and requirements for stockholder proposals and nominations so as to permit the Corporation adequate time and opportunity to evaluate and make recommendations with respect to stockholder nominations and proposals so that all stockholders will be able to make a more informed voting decision and enable the Corporation to conduct orderly annual meetings of stockholder s. A copy of the Bylaw Amendment is filed with this Form 8-K as Exhibit 3.2.1. The Bylaw Amendment provides, among other things, the following:

Section 6(a) of Article I provides that, subject to certain exceptions, the chairman of the meeting shall have the power to determine if a nomination or proposal of other business was made in accordance with the Bylaws and therefore may be properly brought before the meeting.

Section 6(b) of Article I provides that nominations of persons to the Board and proposals of other business must be:

• specified in the Corporation’s notice of meeting given by or at the direction of the Board;

• otherwise properly made at the annual meeting by or at the direction of the Board; or

• properly requested to be brought before the annual meeting by a stockholder in accordance with the Bylaws.

For nominations or proposals of other business to be properly requested by a stockholder to be made at an annual meeting, such stockholder must:

• be a stockholder of record at the time of giving of notice of such annual meeting and at the time of the meeting;

• be entitled to vote at such annual meeting; and

• comply with the additional requirements and procedures set forth in the Bylaws.

Section 6(c) of Article I provides that, subject to Section 6(e)(4) of Article I, at any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board.

Section 6(d) of Article I provides that, subject to Section 6(e)(4) of Article I, for any nominations or any proposals of other business to be properly brought before an annual meeting by a stockholder, the stockholder must provide timely notice in writing to the Corporation. To be timely:

• stockholders must provide notice of such nominations or proposals to the Corporation not more than 120 days and not less than 90 days before the anniversary of the preceding year’s annual meeting; provided that in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, such stockholder’s notice must be delivered not more than the 120th day prior to the date of the annual meeting and not less than:

• the 90th day prior to the date of such annual meeting or;

• if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation.

Prior to the Bylaw Amendment, the Bylaws required that the notice be received by the Corporation not less than 90 days prior to the date of the annual meeting; provided that in the event that less than 100 days’ notice or prior public disclosure of the date of the meeting is given to stockholders, timely notice may be received not later than the 10th day following the day on which such notice of the date of the annual meeting was mailed or public disclosure was made.

• in the event the Board increases the number of directors to be elected to the Board and the public announcement of such increase is not made at least 100 days prior to the anniversary of the preceding year’s annual meeting, stockholder nominees for such new directorships shall be considered timely if provided to the Corporation within 10 days of the public announcement.

• the stockholder’s notice must be updated and supplemented, as necessary, to ensure its accuracy.

Section 6(e) of Article I provides that for a stockholder’s notice of a nomination or nominations to the Board or a proposal of other business to be considered at an annual meeting, such notice must include the following information with respect to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made:

• the name and address of such stockholder and beneficial owner, if any, and their affiliates or associates;

• the class or series and number of shares of the Corporation owned beneficially and of record by the stockholder, beneficial owner and their affiliates and associates;

• any option, warrant or similar right related to any class or series of shares of the Corporation;

• any proxy, contract or other arrangement pursuant to which such stockholder has a right to vote any shares of any security of the Corporation;

• any rights to dividends on the shares owned by such stockholder that are separated or separable from the underlying shares of the Corporation;

• any interest in the Corporation’s shares held by a partnership in which the stockholder is or owns an interest in the general partner;

• performance-related fees that such stockholder is entitled to based on any increase or decrease in the value of the shares of the Corporation;

• any agreement or arrangement to mitigate loss or reduce the economic risk of owning shares of the Corporation;

• any interest (including short interest) of the stockholder in any principal competitor of the Corporation;

• any interest of the stockholder in any contract with the Corporation, an affiliate or a principal competitor; and

• any other information that would be required to be disclosed in a proxy statement or other filing pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Section 6(e) also provides that if a stockholder’s notice relates to any business other than a nomination of a director, such notice must also set forth:

• a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business;

• the text of the proposal or business (including the text of any proposed resolutions); and

• a description of all agreements, arrangements or understandings between such stockholder, if any, and any other person in connection with the proposal of such business.

Section 6(e) also provides that as to each person, if any, whom the stockholder proposes to nominate for election to the Board, the notice must also set forth:

• all information relating to such nominee that would be required to be disclosed in a proxy statement or other filing pursuant to Section 14 of the Exchange Act (including such person’s written consent to being named in the proxy statement and serving as a director if elected);

• a description of all direct and indirect compensation and other material monetary arrangements made during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their affiliates and associates, and each proposed nominee and his or her affiliates or associates; and

• a completed and signed questionnaire, representation and agreement required pursuant to Section 6(f) of Article I.

Section 6(e)(4) of Article I provides that nothing in the Bylaws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act; (ii) of stockholders to request inclusion of nominees in the Corporation’s proxy statement pursuant to Rule 14a-11 under the Exchange Act; or (iii) of the holders of any series of preferred stock if and to the extent provided for under law, the Certificate of Incorporation or the Bylaws of the Corporation.

Section 6(f) of Article I provides that to be eligible to be a nominee for or serve as a director of the Corporation, the Corporation must receive a written questionnaire regarding the background and qualifications of such person and any other person or entity on whose behalf the nomination is being made, as well as a written representation and agreement (in the form provided by the Corporation) regarding voting commitments, undisclosed compensation or indemnification agreements, and compliance with Corporation policies.

The foregoing summary is not complete and is qualified in its entirety by reference to the complete text of the Corporation’s Bylaw Amendment, a copy of which is attached hereto as Exhibit 3.2.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

The following Exhibits are filed as part of the Form 8-K:

3.2.1 Bylaws Amendments

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.

PACIFIC PREMIER BANCORP, INC.

Dated:	September 30, 2010	By:	/s/ STEVEN R. GARDNER
			Steven R. Gardner
			President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description of Exhibit

3.2.1		Bylaw Amendment

Exhibit 3.2.1

AMENDMENT TO THE BYLAWS

PACIFIC PREMIER BANCORP, INC.

Pursuant to resolutions adopted by the Board of Directors of Pacific Premier Bancorp, Inc. (the “Corporation”) on September 29, 2010, the Bylaws, as amended, of the Corporation are hereby amended as follows:

1. Article I, Section 6 shall be amended and restated in its entirety as follows:

(a) Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with each of the procedures set forth in Sections 6(b), 6(d) and 6(e) of this Article I and, if any proposed nomination or other business is not in compliance with each of Sections 6(b), 6(d) and 6(e) of this Article I, to declare that such defective proposal or nomination shall be disregarded. To be properly brought before a meeting of stockholders, business must be of a proper subject for action by stockholders under applicable law and must not, if implemented, cause th e Corporation to violate any state, federal or foreign law or regulation, each as determined in good faith by the Board of Directors.

(b) At any annual meeting of the stockholders, only such nominations of persons for election to the Board of Directors shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and proposals of other business to be properly brought before an annual meeting, nominations and proposals of other business must be (1) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (2) otherwise properly made at the annual meeting, by or at the direction of the Board of Directors or (3) otherwise properly requested to be brought before the annual meeting by a stockholder of the Corporation in accordance with these Bylaws. For nominations of persons for election to the Board of Directors or proposals of other business to be properly requested by a stockholder to be made at an annual meeting, a stockholder must (i) be a stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors and at the time of the annual meeting, (ii) be entitled to vote at such annual meeting and (iii) comply with the additional requirements and procedures set forth in Sections 6(d) and 6(e) of this Article I as to such nomination or other business. The immediately preceding sentence shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 or Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of stockholders.

(c) Subject to Section 6(e)(4) of this Article I, at any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors.

(d) Without qualification or limitation, subject to Section 6(e)(4) of this Article I, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 6(b) of this Article I, the stockholder must have given timely notice thereof and timely updates and supplements thereof in writing to the Secretary.

To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to t he date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above.

Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 6(d) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by th e Corporation.

In addition, to be timely, a stockholder’s notice shall be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business day s prior to the meeting or any adjournment or postponement thereof.

(e)(1) Without qualification or limitation, for a stockholder’s notice required to be given to the Secretary pursuant to this Article I to be considered to be in proper form, such stockholder’s notice must include the following, as applicable.

(a) As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, a stockholder’s notice must set forth: (i) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (ii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or convers ion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (D) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (E) any proportionate interest in shares of the Corporation held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (F) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the valu e of shares of the Corporation, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (G) any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such stockholder, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of any class or series of the shares of the Corporation (“Short Interests”), (H) any significant equity interests or Short Interests in any principal competitor of the Corporation held by such stockholder, and (I) any direct or indirect interest of such stockholder in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

(b) If the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, a stockholder’s notice must, in addition to the matters set forth in paragraph (a) immediately above, set forth: (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration), and (iii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or person s (including their names) in connection with the proposal of such business by such stockholder; and

(c) As to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors, a stockholder’s notice must, in addition to the matters set forth in paragraph (a) above, set forth: (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and oth er material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(d) With respect to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors, a stockholder’s notice must, in addition to the matters set forth in paragraphs (a) and (c) above, also include a completed and signed questionnaire, representation and agreement required by Section 6(f) of this Article I. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. No person may be appointed, no minated or elected as a director of the Corporation unless such person, at the time such person is nominated and appointed or elected, would then be able to serve as a director without conflicting in any manner with any state, federal or foreign law or regulation applicable to the Corporation, as determined in good faith by the Board of Directors.

(2) For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3) Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 6(b) of this Article I.

(4) Nothing in these Bylaws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, or (ii) of stockholders to request inclusion of nominees in the Corporation’s proxy statement pursuant to Rule 14a-11 under the Exchange Act or (iii) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws. Subject to Rule 14a-8 and Rule 14a-11 under the Exchange Act, nothing in these Bylaws shall be construed to permit any stockholder, or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nom ination of director or directors or any other business proposal.

(f) To be eligible to be a nominee for election or reelection as a director of the Corporation (or, in the case of a nomination brought under Rule 14a-11 of the Exchange Act, to serve as a director of the Corporation), a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 6(d) of this Article I or, in the case of a nomination brought under Rule 14a-11 of the Exchange Act, prior to the time such person is to begin service as a director) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provi ded by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has n ot been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

2. Article III, Section 3 shall be revised such that the reference to “Section 6(c)(ii) of Article I” shall read “Section 6 of Article I.”