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BANC > SEC Filings for BANC > Form 8-K on 19-Jul-2013All Recent SEC Filings

Show all filings for FIRST PACTRUST BANCORP INC

Form 8-K for FIRST PACTRUST BANCORP INC


19-Jul-2013

Change in Directors or Principal Officers, Submission of Matters to a


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As noted under Item 5.07 of this Current Report on Form 8-K, at the 2013 Annual Meeting of Stockholders (the "Annual Meeting") of Banc of California, Inc. (formerly First PacTrust Bancorp, Inc.) (the "Company") held on July 16, 2013, the Company's stockholders approved the Company's 2013 Omnibus Stock Incentive Plan (the "2013 Omnibus Plan"). A description of 2013 Omnibus Plan is contained in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on June 11, 2013 under the heading "Proposal IV. Approval of the 2013 Omnibus Stock Incentive Plan" and is incorporated herein by reference, and a copy of the 2013 Omnibus Stock Incentive Plan is attached to that proxy statement as Appendix A and is also incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders

As noted above, on July 16, 2013, the Company held its Annual Meeting. The results of the items voted on at the Annual Meeting are as follows:

Proposal 1:                Election of three directors:

 Nominee                                Votes For   Votes Withheld Broker Non-Votes

 Steven A. Sugarman (three-year term)   7,764,925      268,591        1,814,033
 Jonah Schnel (three-year term)         7,634,275      399,241        1,814,033
 Robb Evans (one-year term)             7,718,281      315,235        1,814,033

The Company's directors are elected by a plurality of the votes cast. Accordingly, each of the nominees named above was elected.

Proposal 2: Advisory (non-binding) vote to approve executive compensation, as described in the Company's proxy statement for the Annual Meeting

Votes For Votes Against Abstentions Broker Non-Votes

5,646,738 1,872,016 514,761 1,814,034

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

Proposal 3: Advisory (non-binding) vote on the frequency of future advisory votes to approve executive compensation

One Year Two Years Three Years Abstentions Broker Non-Votes

3,315,321 379,262 4,226,572 112,361 1,814,033

The Company's Board of Directors has determined, in light of the results of the vote on this item, that the Company will hold an advisory vote on executive compensation every three years until the next required vote on the frequency of advisory votes on executive compensation.


Proposal 4: Approval of the Company's 2013 Omnibus Stock Incentive Plan

Votes For Votes Against Abstentions Broker Non-Votes

4,647,040 3,007,113 379,362 1,814,034

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

Proposal 5: Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013

Votes For Votes Against Abstentions Broker Non-Votes

9,618,877 213,502 15,170 0

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 2013 Omnibus Stock Incentive Plan (attached as Appendix A to the Company's definitive proxy statement filed with the SEC on June 11, 2013 and incorporated herein by reference)


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