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i135 North Los Robles Ave., i7th Floor, iPasadena,
iCaliforniai91101
(Address of principal executive offices) (Zip code)
(i626)
i768-6000
(Registrant’s telephone number, including area code)
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, par value $0.001 per share
iEWBC
iThe
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 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 March 14, 2023, the Board of Directors of East West Bancorp, Inc. (the “Company”) adopted and approved, effective as of such date, amended and restated bylaws of the Company (as amended and restated, the “Bylaws”). The Bylaws supersede the previously existing Amended and Restated Bylaws,
which took effect on May 26, 2022.
The Bylaws were amended to implement “stockholder proxy access” by permitting a stockholder, or group of up to 20 stockholders, to nominate up to two director candidates or, if greater, up to 20% of the number of directors then serving on the Board, if the stockholder or group has owned at least three percent of the Company’s common stock continuously for at least three years and satisfies certain eligibility, procedural and disclosure requirements set forth in the Bylaws. A proxy access nomination must be made no earlier than 150 days nor later
than 120 days prior to the first anniversary of the date on which the Company mailed its proxy statement for the preceding year’s annual meeting of stockholders. As a result, this bylaw will first be in effect for the Company’s 2024 annual meeting of stockholders.
The Bylaws also include updates to require compliance with the notice and solicitation requirements of Rule 14a-19 under the Securities Exchange Act of 1934 and to reflect recent amendments to the General Corporation Law of the State of Delaware, including to eliminate a provision that a
list of stockholders be made available for inspection during a meeting of stockholders and certain changes to the manner in which meetings of stockholders may be adjourned. The amendments to the Bylaws also include a number of clerical and conforming changes.
Amended and Restated Bylaws of East West Bancorp, Inc.
104
Cover Page Interactive Data (embedded within the Inline XBRL document).
2
SIGNATURE
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.