BANC OF CALIFORNIA, INC. (NYSE:BANC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
The information disclosed under Item 5.02 below is incorporated
herein by reference.
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
This item describes several changes that have occurred with
respect to the directors of Banc of California, Inc. (the
Company).
Appointment of Richard J. Lashley
On February7, 2017, the Boards of Directors (collectively, the
Boards) of the Company and Banc of California, N.A. (the Bank), a
wholly owned subsidiary of the Company, upon the recommendation
of the Joint Nominating and Corporate Governance Committee of the
Boards, appointed Richard J. Lashley as a director of the Company
and the Bank, expected to be effective February 16, 2017.
Mr.Lashley also was appointed as a member of the Boards Joint
Audit Committee and the Enterprise Risk Committee of each Board,
expected to be effective upon his appointment to the Boards.
Mr.Lashley was appointed as a Class I director of the Company,
whose term will expire at the Companys 2019 Annual Meeting of
Stockholders, in order to eliminate the vacancy in that class
created by the recent resignation of Steven Sugarman as a
director of the Company and the Bank, as reported by the Company
in its Current Report on Form 8-K filed on January25, 2017.
Mr.Lashley is a co-founder of PL Capital Advisors, which
beneficially owns approximately 6.9% of the Companys voting
common shares. Mr. Lashley previously served as Director of KPMG
Financial Services – Capital Strategies Group, a national
corporate finance practice providing merger and acquisition
advisory services to thrifts, banks, mortgage companies and other
financial services companies.
Mr. Lashley will generally be entitled to the same compensation
arrangement as is provided to the other non-employee directors of
the Company and the Bank.
Effective as of February 7, 2017, non-employee directors of the
Company and the Bank are compensated as follows:
annual cash retainer for serving on the Boards of Directors
of both the Company and the Bank of $87,500;
annual equity award for serving on the Boards of Directors of
both the Company and the Bank with a value of $87,500;
an additional $87,500, payable 50% in cash and 50% in an
equity award, for the Chairman of the Boards of Directors of
the Company and the Bank;
annual retainers of $30,000, $20,000, $15,000 and $15,000,
payable 50% in cash and 50% in an equity award, to the
chairpersons of the Joint Audit Committee of the Boards of
Directors of the Company and the Bank (the Audit Committee),
the Enterprise Risk Committee of the Companys Board of
Directors (the Company Enterprise Risk Committee), the Joint
Compensation Committee of the Boards of Directors of the
Company and the Bank (the Compensation Committee) and the
Joint Nominating and Corporate Governance Committee of the
Boards of Directors of the Company and the Bank (the
Nominating and Corporate Governance Committee), respectively;
annual retainer of $10,000, payable 50% in cash and 50% in an
equity award, to the non-chairperson members of the Audit
Committee and the Company Enterprise Risk Committee;
annual retainer of $7,500, payable 50% in cash and 50% in an
equity award, to the non-chairperson members of the
Compensation Committee and the Nominating and Corporate
Governance Committee; and
additional compensation, not yet determined, payable to
members of the Special Committee of the Companys Board of
Directors overseeing the previously disclosed independent
investigation.
In addition, the Board of the Company revised the stock ownership
guidelines to increase the amount of stock or stock equivalents
that each non-employee director must hold from three times the
then-current annual cash base retainer to five times the
then-current annual cash base retainer, by the end of the fifth
fiscal year following their appointment to the Board, with
incumbent directors required to meet the increased stock
ownership requirements within three years of the adoption of the
new guidelines.
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Mr.Lashley is expected to enter into the same form of
indemnification agreement with the Company as the Companys other
directors and certain of the Companys officers, which agreement
supplements the indemnification provisions of the Companys
charter by contractually obligating the Company to indemnify, and
to advance expenses to, such persons to the fullest extent
permitted by applicable law.
In connection with Mr.Lashleys appointment as a director of the
Company and the Bank, on February8, 2017, the Company entered
into a Cooperation Agreement (the Cooperation Agreement) with PL
Capital Advisors, LLC (PL Capital Advisors), certain affiliates
of PL Capital Advisors (collectively, the PL Capital Group), and
Richard J. Lashley (the Designee). The PL Capital Group
beneficially owns 3,427,219 shares of the Companys common stock,
par value $0.01 per share (the Common Stock), which represents
approximately 6.9% of the issued and outstanding shares of Common
Stock as reported by the Company on its Current Report on Form
8-K, dated January30, 2017.
to the Cooperation Agreement, among other things:
Effective February16, 2017 (or later upon the
Designees satisfactory resolution of his management interlock
with MutualFirst Financial, Inc. such that it would be
permissible for him to serve on the Board of the Company
under applicable law and regulations), the Designee will be
appointed to (1)the Companys Board as a Class I
director, (2)the Board of the Bank, (3)the Joint Audit
Committee of the Company and the Bank, and (4)the Enterprise
Risk Committees of the Company and the Bank.
From February8, 2017 until the day after the Companys 2017
annual meeting of stockholders (the Restricted Period), the
PL Capital Group agreed to vote all the shares of Common
Stock that it beneficially owns (i)in favor of the Companys
slate of directors, (ii)against any stockholders nominations
for directors not approved and recommended by the
Companys Board and against any proposals or
resolutions to remove any director and (iii)in accordance
with the recommendations by the Companys Board on all
other proposals of the Companys Board set forth in the
Companys proxy statement.
The PL Capital Group agreed to certain standstill provisions
that restrict the PL Capital Group and its affiliates,
associates and representatives, during the Restricted Period,
from, among other things, acquiring additional voting
securities of the Company that would result in the PL Capital
Group having ownership or voting interest in 10% or more of
the outstanding shares of Common Stock, engaging in proxy
solicitations in an election contest, subjecting any shares
to any voting arrangements except as expressly provided in
the Cooperation Agreement, making or being a proponent of a
stockholder proposal, seeking to call a meeting of
stockholders or solicit consents from stockholders, seeking
to obtain representation on the Companys Board except
as otherwise expressly provided in the Cooperation Agreement,
seeking to remove any director from the Companys
Board, seeking to amend any provision of the governing
documents of the Company, or proposing or participating in
certain extraordinary corporate transactions involving the
Company.
The Company agreed to reimburse the PL Capital Group $150,000
for its legal fees and expenses incurred in connection with
its investment in the Company.
A copy of the Cooperation Agreement is attached to this report as
Exhibit 10.1 and is incorporated herein by reference. The
foregoing description of the Cooperation Agreement does not
purport to be complete and is qualified in its entirety by
reference to full text of the Cooperation Agreement.
A copy of the press release issued by the Company announcing the
appointment of Mr.Lashley as a director is attached to this
report as Exhibit 99.1 and is incorporated herein by reference.
Retirement of Chad T. Brownstein
On February 7, 2017, Chad T. Brownstein retired as a director of
the Company and the Bank.In connection with his retirement, Mr.
Brownstein entered into an Agreement and Release (Retirement
Agreement) with the Company and the Bank.Under the Retirement
Agreement, Mr. Brownstein retired as director of the Company and
the Bank and from any and all other titles, positions and
appointments held with the Company and the Bank, except that Mr.
Brownstein may continue to serve as the Banks designated choice
on the Board of LA 2024, the Olympic bid committee for Los
Angeles. Mr. Brownstein has agreed to be available, solely in an
advisory capacity and for no further compensation, to the Boards
of Directors of the Company and the Bank to consult with respect
to such matters as may be reasonably requested by the Boards of
Directors. In addition, to the Retirement Agreement, the
outstanding unvested equity awards held by Mr. Brownstein have
vested in full, and in accordance with the equity award
agreements, Mr. Brownstein has provided a general release of
claims.
A copy of the press release issued by the Company announcing the
retirement of Mr. Brownstein is attached to this report as
Exhibit 99.2 and is incorporated herein by reference.
Item5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On February7, 2017, the Board of Directors of the Company
approved Amendment No.4 (the Bylaw Amendment) to the Companys
Fourth Amended and Restated Bylaws (the Bylaws), effective
immediately. The Bylaw Amendment amends Section2.04 of the Bylaws
in order to facilitate the calling of special Board meetings by
lowering the number of directors, other than the Chair of the
Board, who can call a special meeting from one-third of the
directors to two or more directors with the Chair retaining the
power to call a special meeting, and by providing that in the
case of a special meeting called by the Chair where exigent
circumstances are deemed by the Chair to exist, notice of such
meeting may be given to directors less than 24 hours before such
meeting.
A copy of the Bylaw Amendment is attached to this report as
Exhibit 3.1 and is incorporated herein by reference. The
foregoing description of the Bylaw Amendment does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Bylaw Amendment.
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Item8.01 Other Events.
As announced on January 23, 2017, the Board is committed to
continuing its efforts to enhance its overall corporate
governance. On February 8, 2017, the Board approved a new policy
on Outside Business Activities which tightens the controls on
outside business activities of officers and employees of the
Company and requires non-employee directors to refrain from
engaging in outside business activities that create an actual or
apparent conflict of interest. On January23, 2017, the Company
announced that it was in the process of preparing a more rigorous
policy to govern the review and approval of related party
transactions and the Boards of the Company and the Bank have
adopted a Related Party Transaction Policy restricting
transactions with related parties in the future.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1
Amendment No.4 to the Fourth Amended and Restated Bylaws of
Banc of California, Inc.
10.1
Cooperation Agreement dated February 8, 2017, by and among
Banc of California, Inc., PL Capital Advisors, LLC, and other
designated persons, and Richard J. Lashley.
99.1
Banc of California, Inc. Press Release, dated February8, 2017
announcing appointment of Richard J. Lashley.
99.2
Banc of California, Inc. Press Release, dated February8, 2017
announcing retirement of Chad T. Brownstein.
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About BANC OF CALIFORNIA, INC. (NYSE:BANC)
Banc of California, Inc. provides banking services to California’s diverse businesses, entrepreneurs and homeowners. The Bank was formed through the merger of four of Southern California’s community banking franchises. The Bank offers a range of financial services to meet the banking and financial needs of the communities it serves, with operations conducted through over 100 banking offices across California and across the West. The Bank’s deposit product and service offerings include checking, savings, money market, certificates of deposit, retirement accounts, as well as online, telephone and mobile banking, automated bill payment, cash and treasury management, master demand accounts, foreign exchange, interest rate swaps, trust services, card payment services, remote and mobile deposit capture, Automated Clearing House (ACH) origination, wire transfer, direct deposit and safe deposit boxes. BANC OF CALIFORNIA, INC. (NYSE:BANC) Recent Trading Information
BANC OF CALIFORNIA, INC. (NYSE:BANC) closed its last trading session down -0.20 at 16.10 with 1,463,219 shares trading hands.
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