8-K 1 annualmeeting2019.htm 8-K Document


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):  June 4, 2019


WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)


Delaware
 
001-32550
 
88-0365922
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

One E. Washington Street, Phoenix, Arizona  85004
 (Address of principal executive offices)               (Zip Code)

(602) 389-3500
(Registrant's telephone number, including area code)

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:

¨ 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(s)
 
Name of each exchange on which registered
Common Stock, $0.0001 Par Value
 
WAL
 
New York Stock Exchange
6.25% Subordinated Debentures due 2056
 
WALA
 
New York Stock Exchange

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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 4, 2019, Western Alliance Bancorporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of the Company’s common stock, par value of $0.0001 per share, voted in person or by proxy at the Annual Meeting was 96,559,497, representing 92.41% of the 104,480,791 shares outstanding and entitled to vote at the Annual Meeting. All matters voted upon at the Annual Meeting were approved with the required votes. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
Proposal 1 Election of Directors
The Company’s stockholders elected thirteen directors to each serve for a one-year term expiring in 2020. The voting results were as follows:
 
 
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
Bruce Beach
 
85,563,538
 
1,906,296

 
19,891
 
9,069,772
Howard N. Gould
 
86,008,344
 
1,383,130

 
98,251
 
9,069,772
Steven J. Hilton
 
86,595,392
 
818,813

 
75,520
 
9,069,772
Marianne Boyd Johnson
 
86,714,243
 
703,525

 
71,957
 
9,069,772
Robert P. Latta
 
87,272,871
 
122,337

 
94,517
 
9,069,772
Todd Marshall
 
86,684,056
 
730,067

 
75,602
 
9,069,772
Adriane McFetridge
 
87,362,206
 
103,353

 
24,166
 
9,069,772
James E. Nave, D.V.M.
 
86,584,488
 
851,349

 
53,888
 
9,069,772
Michael Patriarca
 
87,261,488
 
130,496

 
97,741
 
9,069,772
Robert Gary Sarver
 
86,779,274
 
549,375

 
161,076
 
9,069,772
Donald D. Snyder
 
84,478,753
 
2,909,725

 
101,247
 
9,069,772
Sung Won Sohn, Ph.D.
 
87,221,299
 
177,771

 
90,655
 
9,069,772
Kenneth A. Vecchione
 
86,895,125
 
546,677

 
47,923
 
9,069,772
Proposal 2 Advisory (Non-Binding) Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, executive compensation. The voting results were as follows:
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
85,750,195
 
1,595,322
 
144,208
 
9,069,772
Proposal 3 Ratification of Auditor
The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019. The voting results were as follows:
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
95,484,062
 
1,048,439
 
26,996
 
—
ITEM 8.01. OTHER EVENTS.
On June 4, 2019, the Company announced its Board of Directors authorized the initiation of regular quarterly dividends, beginning in the third quarter of 2019. At the board meeting associated with the Company’s Annual Meeting of Shareholders, the Board approved a 25 cent per share quarterly dividend to be initially declared at its next meeting on July 30, 2019, with the record and payment dates expected to occur in August.




Forward Looking Statements
This 8-K contains forward-looking statements that relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Examples of forward-looking statements include, among others, statements we make regarding our expectations with regard to our business, financial and operating results, and future economic performance and dividends. The forward-looking statements contained herein reflect our current views about future events and financial performance and are subject to risks, uncertainties, assumptions, and changes in circumstances that may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement. Some factors that could cause actual results to differ materially from historical or expected results include, among others: the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission; changes in general economic conditions, either nationally or locally in the areas in which we conduct or will conduct our business; inflation, interest rate, market and monetary fluctuations; increases in competitive pressures among financial institutions and businesses offering similar products and services; higher defaults on our loan portfolio than we expect; changes in management’s estimate of the adequacy of the allowance for credit losses; legislative or regulatory changes or changes in accounting principles, policies, or guidelines; supervisory actions by regulatory agencies which may limit our ability to pursue certain growth opportunities, including expansion through acquisitions; additional regulatory requirements resulting from our continued growth; management’s estimates and projections of interest rates and interest rate policy; the execution of our business plan; and other factors affecting the financial services industry generally or the banking industry in particular.

Any forward-looking statement made by us in this 8-K is based only on information currently available to us and speaks only as of the date on which it is made. We do not intend to have and disclaim any duty or obligation to update or revise any industry information or forward-looking statements, whether written or oral, that may be made from time to time, set forth in this 8-K to reflect new information, future events or otherwise.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.





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.

 
WESTERN ALLIANCE BANCORPORATION
 
(Registrant)
 
 
 
 
 
 
 
/s/ Dale Gibbons
 
 
 
 
 
Dale Gibbons
 
 
Executive Vice President and
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
Date:
June 4, 2019