PACIFIC PREMIER BANCORP INC0001028918false00010289182021-08-172021-08-1700010289182021-04-302021-04-30

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)
Delaware0-2219333-0743196
(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 ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.01 per sharePPBINASDAQ 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
104Cover 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, 2021By:
/s/ STEVEN R. GARDNER
   Steven R. Gardner
   Chairman, President, and Chief Executive Officer