8-K

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)		August 16, 2021
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.)

17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (949) 864-8000

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))

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	PPBI	NASDAQ Global Select Market

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. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On August 16, 2021, the Board of Directors of Pacific Premier Bancorp, Inc. (the “Company”), upon the recommendation of its Nominating and Governance Committee, approved the appointment of George M. Pereira as a member of the Company’s Board of Directors. Mr. Pereira will also serve on the Board of Directors of Pacific Premier Bank, the Company’s wholly-owned bank subsidiary (the “Bank”).

Mr. Pereira is considered an independent director under the applicable Securities and Exchange Commission and NASDAQ rules, including independence for purposes of service on the Audit Committee. He is also Hispanic and considered an underrepresented minority under NASDAQ’s recently approved rules for diverse board representation.

Mr. Pereira will serve as a member of the Company’s Audit and Enterprise Risk Committees. He will be subject to re-election at the Company’s annual meeting of stockholders to be held in 2022.

There are no arrangements or understandings between Mr. Pereira and any other person pursuant to which he was selected as director. Mr. Pereira will receive the same compensation as currently paid to the Company’s and the Bank’s other Board members.

Both the Company’s Board of Directors and the Bank’s Board of Directors were expanded from ten (10) directors to eleven (11) directors to accommodate Mr. Pereira’s appointment.

Item 7.01 Regulation FD Disclosure

A copy of the press release issued by the Company on August 17, 2021 regarding Mr. Pereira’s appointment as a director of the Company and the Bank, as described in Item 5.02 above, is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Act of 1934, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01          FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

99.1	Press Release dated August 17, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	August 17, 2021	By:	/s/ STEVEN R. GARDNER
			Steven R. Gardner
			Chairman, President, and Chief Executive Officer

EX-99.1

Exhibit 99.1

Pacific Premier Bancorp, Inc. Announces Addition to Board of Directors

Irvine, California, August 17, 2021 - Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) today announced the appointment of George M. Pereira as a director of both Pacific Premier Bancorp, Inc. (the “Company”) and Pacific Premier Bank (the “Bank”), the Company’s wholly-owned bank subsidiary, effective August 16, 2021. 

Mr. Pereira’s leadership in the financial services industry spans over 30 years. He is a retired Chief Operating Officer and Chief Financial Officer of Charles Schwab Investment Management Inc., a provider of portfolio management, advisory and administrative services to the Schwab mutual and exchange traded funds.

Mr. Pereira has accepted appointments to serve on the Audit and Enterprise Risk Committees of the Company’s Board of Directors.

“We are excited to add George to our Board of Directors,” said Steve Gardner, Chairman, President, and Chief Executive Officer of the Company. “He brings significant financial services experience and an impressive skillset covering financial reporting, operations, information security, mergers and acquisitions, financial regulation and enterprise risk. His extraordinary background, diverse viewpoint, and expertise will complement and further enhance the skills and perspectives represented on our Board, which we believe is essential for effective strategic planning and value creation for our shareholders.”

George M. Pereira

Mr. Pereira retired from Charles Schwab Investment Management Inc. in 2020, having served as Chief Operating Officer from 2010 to 2020 and Chief Financial Officer from 2004 to 2020. He also served as Head of Financial Reporting for Charles Schwab & Co., Inc. from 2000 to 2004. Earlier in his career, Mr. Pereira gained valuable regulatory experience and perspective while serving as Managing Director at the New York Stock Exchange. Mr. Pereira has developed extensive expertise in building and managing financial, operational, technology and risk control platforms for growth and scale within the financial services industry. He also has significant experience leading cybersecurity oversight teams, focused on risks and continuous improvement models.

Mr. Pereira previously served on the Board of Directors for Charles Schwab Asset Management (Ireland) Ltd (2004 – 2020) and Charles Schwab Worldwide Funds plc (2004 – 2020). He has worked extensively with board governance, audit and risk committees, and has advised on financial reporting systems and models. Mr. Pereira is a member of the Latino Corporate Directors Association.

Mr. Pereira received a master’s degree in business administration from Saint John’s University and earned a bachelor’s degree in economics from State University of New York at Albany. Additionally, Mr. Pereira served on the Board of Rotaplast International, Inc., a San Francisco-based non-profit organization that provides free medical services to children worldwide.

About Pacific Premier Bancorp, Inc.

Pacific Premier Bancorp, Inc. (Nasdaq: PPBI) is the parent company of Pacific Premier Bank, a California-based commercial bank focused on serving small, middle-market, and corporate businesses throughout the western United States in major metropolitan markets in California, Washington, Oregon, Arizona, and Nevada. Founded in 1983, Pacific Premier Bank has grown to become one of the largest banks headquartered in the western region of the United States, with over $20 billion in total assets. Pacific Premier Bank provides banking products and services, including deposit accounts, digital banking, and treasury management services, to businesses, professionals, entrepreneurs, real estate investors, and nonprofit organizations. Pacific Premier Bank also offers a wide array of loan products, such as commercial business loans, lines of credit, SBA loans, commercial real estate loans, agribusiness loans, franchise lending, home equity lines of credit, and construction loans. Pacific Premier Bank offers commercial escrow services and facilitates 1031 Exchange transactions through its Commerce Escrow division. Pacific Premier Bank offers clients IRA custodial services through its Pacific Premier Trust division, which has over $17 billion of assets under custody. Additionally, Pacific Premier Bank provides nationwide customized banking solutions to Homeowners’ Associations and Property Management companies. Pacific Premier Bank is an Equal Housing Lender and Member FDIC. For additional information about Pacific Premier Bancorp, Inc. and Pacific Premier Bank, visit our website: www.ppbi.com.

Contacts:

Pacific Premier Bancorp, Inc.

Steven R. Gardner

Chairman, President and Chief Executive Officer

(949) 864-8000

Ronald J. Nicolas, Jr.

Senior Executive Vice President and Chief Financial Officer

(949) 864-8000

XML

Cover Page Cover Page	Aug. 17, 2021	Apr. 30, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 16, 2021
Entity Registrant Name		PACIFIC PREMIER BANCORP INC
Entity Central Index Key		0001028918
Amendment Flag		false
Entity Incorporation, State or Country Code	DE
Entity File Number	0-22193
Entity Tax Identification Number	33-0743196
Entity Address, Address Line One	17901 Von Karman Avenue
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	949
Local Phone Number	864-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	PPBI
Security Exchange Name	NASDAQ