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Western Alliance Bancorp (WAL)

Filed: 16 Jun 22, 4:17pm

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 14, 2022


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

Delaware001-3255088-0365922
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 Par ValueWALNew York Stock Exchange
Depositary Shares, Each Representing a 1/400th Interest in a Share of
4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A
WAL PrANew 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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.
The preceding description is qualified in its entirety by reference to the Bylaws, which are attached hereto as Exhibit 3.1, and are incorporated herein by reference.
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 FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
Bruce D. Beach83,884,488 2,591,942 9,350 6,964,632 
Juan Figuereo85,736,822 430,562 318,396 6,964,632 
Howard Gould84,961,734 1,514,490 9,556 6,964,632 
Marianne Boyd Johnson83,117,424 3,360,576 7,780 6,964,632 
Robert Latta85,983,679 492,472 9,629 6,964,632 
Adriane McFetridge86,004,003 182,279 299,498 6,964,632 
Michael Patriarca85,684,766 676,838 124,175 6,964,632 
Patricia L. Arvielo84,718,185 882,127 885,467 6,964,632 
Bryan Segedi85,991,118 174,079 320,583 6,964,632 
Donald Snyder82,001,476 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. Vecchione85,597,615 874,861 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 FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
83,937,9322,424,019123,8296,964,632




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:

VOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
90,586,9882,814,74448,681

Item 9.01    Financial Statements and Exhibits
The following exhibits are being filed herewith:
(d) Exhibits.
Exhibit No.Description
3.1 
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.
 WESTERN ALLIANCE BANCORPORATION
(Registrant)
 
 
/s/ Dale Gibbons
Dale Gibbons
Vice Chairman and
Chief Financial Officer
 
 
 
Date:June 16, 2022