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iOne E. Washington Street, iPhoenix,
iArizonai85004
(Address of principal executive offices) (Zip Code)
(i602)
i389-3500
(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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐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
iCommon Stock, $0.0001 Par Value
iWAL
iNew
York Stock Exchange
i
Depositary Shares, Each Representing a 1/400th Interest in a Share of
4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A
iWAL PrA
iNew
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 i☐
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. ¨
On June 14, 2022, the Board of Directors (the "Board") of Western
Alliance Bancorporation (the “Company”) amended and restated the Company's Bylaws, effective as of June 14, 2022 (the “Bylaws”) in order to implement proxy access and make certain other changes.
Pursuant to the proxy access provision, inserted at subsection 2.16 in the Bylaws, a stockholder or a group of no more than twenty (20) stockholders owning three percent (3%) or more of the voting power of the Company's outstanding capital
stock continuously for at least three (3) years may nominate and include in the Company's proxy statement for an annual meeting director nominees constituting up to the greater of two (2) individuals or twenty percent (20%) of the number of directors in office, provided the stockholders satisfy the requirements specified in the Bylaws.
The Bylaws also include certain changes to update the advance notice provisions with respect to the proxy access provision, to make the bylaws gender neutral, to remove provisions that relate to the previously implemented transition from a classified
board to annual election of directors, and to make other immaterial clarifications and improvements.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 14, 2022, 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 93,450,413 representing 86.3% of the 108,282,445 shares outstanding and entitled to vote at the Annual Meeting. All directors were elected by majority vote and all other 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 twelve directors to each serve for a one-year term expiring in 2023. The voting results were as follows:
VOTES
FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
Bruce D. Beach
83,884,488
2,591,942
9,350
6,964,632
Juan Figuereo
85,736,822
430,562
318,396
6,964,632
Howard
Gould
84,961,734
1,514,490
9,556
6,964,632
Marianne Boyd Johnson
83,117,424
3,360,576
7,780
6,964,632
Robert
Latta
85,983,679
492,472
9,629
6,964,632
Adriane McFetridge
86,004,003
182,279
299,498
6,964,632
Michael
Patriarca
85,684,766
676,838
124,175
6,964,632
Patricia L. Arvielo
84,718,185
882,127
885,467
6,964,632
Bryan
Segedi
85,991,118
174,079
320,583
6,964,632
Donald Snyder
82,001,476
4,471,657
12,647
6,964,632
Sung
Won Sohn, Ph.D.
85,838,620
633,172
13,987
6,964,632
Kenneth A. Vecchione
85,597,615
874,861
13,304
6,964,632
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
83,937,932
2,424,019
123,829
6,964,632
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, 2022. The voting results were as follows:
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.
