Current Report Filing (8-k)
23 Maio 2023 - 5:00PM
Edgar (US Regulatory)
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2023-05-22
2023-05-22
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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): May 22, 2023
PACIFIC PREMIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation) |
000-22193
(Commission
File Number) |
33-0743196
(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(s) |
Name of each exchange on which registered |
Common
Stock, par value $0.01 per share |
PPBI |
NASDAQ Stock 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 5.07. | Submission of Matters to a Vote of Security Holders. |
Set forth below are the three
proposals that were voted on at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) of Pacific Premier Bancorp,
Inc. (the “Company”), and the related voting results, as certified by the 2023 Annual Meeting inspector of election. Each
of the proposals, described in further detail in the Company’s definitive proxy statement, was approved by the Company’s stockholders.
Other than the three proposals summarized below, no other item of business was submitted at the 2023 Annual Meeting.
On the record date
for the 2023 Annual Meeting, there were 95,753,866 shares of Company common stock issued, outstanding and entitled to vote. Stockholders
holding 88,121,904 shares of Company common stock were present at the 2023 Annual Meeting, in person or represented by proxy.
Proposal 1: The twelve
nominees named in the Company’s definitive proxy statement were elected to serve a one-year term expiring in 2024 or until their
successors are duly elected and qualified, based upon the following votes:
Nominee | |
Votes For | | |
Votes Against | | |
Abstain | | |
Broker
Non-Votes | |
Ayad A. Fargo | |
| 84,310,233 | | |
| 347,519 | | |
| 66,160 | | |
| 3,397,992 | |
Steven R. Gardner | |
| 82,396,876 | | |
| 2,303,313 | | |
| 23,723 | | |
| 3,397,992 | |
Joseph L. Garrett | |
| 83,262,752 | | |
| 1,432,445 | | |
| 28,715 | | |
| 3,397,992 | |
Stephanie Hsieh | |
| 84,385,380 | | |
| 270,585 | | |
| 67,947 | | |
| 3,397,992 | |
Jeffrey C. Jones | |
| 83,085,635 | | |
| 1,571,268 | | |
| 67,009 | | |
| 3,397,992 | |
Rose E. McKinney-James | |
| 84,342,993 | | |
| 309,147 | | |
| 71,772 | | |
| 3,397,992 | |
M. Christian Mitchell | |
| 83,843,888 | | |
| 812,015 | | |
| 68,009 | | |
| 3,397,992 | |
George M. Pereira | |
| 84,468,796 | | |
| 183,122 | | |
| 71,994 | | |
| 3,397,992 | |
Barbara S. Polsky | |
| 84,277,941 | | |
| 379,259 | | |
| 66,712 | | |
| 3,397,992 | |
Zareh H. Sarrafian | |
| 84,003,784 | | |
| 652,757 | | |
| 67,371 | | |
| 3,397,992 | |
Jaynie M. Studenmund | |
| 84,076,231 | | |
| 569,567 | | |
| 78,114 | | |
| 3,397,992 | |
Richard C. Thomas | |
| 84,431,140 | | |
| 225,964 | | |
| 66,808 | | |
| 3,397,992 | |
Proposal 2: The proposal
to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers, as described in the definitive
proxy statement, was approved by the following votes:
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 82,950,311 | | |
| 1,684,503 | | |
| 89,098 | | |
| 3,397,992 | |
Proposal 3: The appointment
of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023 was ratified, having
received the following votes:
For | | |
Against | | |
Abstain | |
| 88,049,687 | | |
| 56,297 | | |
| 15,920 | |
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: May 23, 2023 |
By: |
/s/ Steven R. Gardner |
|
|
Steven R. Gardner |
|
|
Chairman, President and Chief Executive Officer |
Pacific Premier Bancorp (NASDAQ:PPBI)
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