Item 5.02(a) and (d). Departure of Directors or Certain Officers, Election of
Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 3, 2009, the Board of Directors of Hanmi Financial Corporation ("HFC")
nominated Mr. William J. Stolte to the HFC and Hanmi Bank Boards. His
appointment is subject to receipt of a notice of non disapproval from the
Federal Reserve Bank of San Francisco and the California Department of Financial
Institutions. Subject to receipt of the proper regulatory notices, Mr. Stolte
will be appointed as a Class III director. Mr. Stolte, most recently served as
Senior Executive Vice President of Union Bank of California in San Francisco. He
was appointed as an Assistant National Bank Examiner in 1968 and eventually
served as Deputy Comptroller of the Office of the Comptroller of the Currency
(OCC), and became a partner of The Secura Group, and served as a Director for
Deloitte & Touche. The Board has not yet determined what committees Mr. Stolte
will be appointed to. At such time as the committee assignments have been
determined, HFC will file an amendment to this Form 8-K.
There are no arrangements or understandings between Mr. Stolte and any other
person pursuant to which Mr. Stolte was appointed as director. There are no
transactions in which Mr. Stolte has an interest requiring disclosure under Item
404(a) of Regulation S-K.
On April 3, 2009, Richard B. C. Lee tendered his resignation from the Board of
Directors of Hanmi Financial Corporation, effective the same day. Mr. Lee
tendered his resignation as a result of differences of opinion on corporate
governance within the Board of Directors. Mr. Lee did not serve on any of the
Committees for the Hanmi Financial Corporation. A copy of Mr. Lee's resignation
letter is attached hereto as Exhibit 17.1.
A copy of the press release announcing Mr. Stolte's appointment is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The information set forth in Item 8.01 herein is incorporated herein by
reference.
Item 8.01 Other Information
On April 6, 2009, HFC filed a preliminary proxy statement relating to its 2009
Annual Meeting of Stockholders, to be held on May 27, 2009 (the "2009 Annual
Meeting"). At the 2009 Annual Meeting, HFC is asking its stockholders to effect
amendments to its Certificate of incorporation to declassify the Board of
Directors and provide for the annual election of all directors commencing with
the 2010 Annual Meeting of Stockholders. If approved by HFC's stockholders
holding at least 66 2/3% of HFC's outstanding common stock, the amendments to
the Certificate of Incorporation will be effective upon filing of such
amendments with the Delaware Secretary of State. In addition, if the amendments
to the Certificate of Incorporation are approved by HFC's stockholders, HFC's
Bylaws will be concurrently amended to provide for the annual election of all
directors and each of the HFC's directors will agree to forego the remainder of
their classified term and stand for election at the 2010 Annual Meeting of
Stockholders. If the amendments to the Certificate of Incorporation are not
approved by HFC's stockholders, each of HFC's directors will stand for election
until the term of the class to which the director has been chosen otherwise
expires (unless their term ends earlier as a result of death, resignation or
removal) and no amendments to the Bylaws relating to the classified board will
be effected.
Item 9.01 Financial Statements and Exhibits.
17.1 Letter of Resignation from Mr. Lee dated April 3, 2009
99.1 Press Release dated April 6, 2009, issued by Hanmi Financial Corporation
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 8-K report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: April 6, 2009 Hanmi Financial Corporation
By: /s/ Jay S. Yoo
Jay S. Yoo
President and Chief Executive Officer