Banc of California, Inc. (BANC) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for PacWest Bancorp. Our host for today's call is John Eggemeyer, Chairman of the Board. [Operator Instructions] I will now turn the call over to your host, John Eggemeyer. You may begin, sir.

Great. Thank you very much. Good afternoon, and welcome to the Annual Shareholder Meeting for PacWest Bancorp. I am John Eggemeyer and I'm Chairman of the company, and I call the meeting to order. There are several items of business on today's agenda as set forth in the notice of meeting and the proxy statement. I will act as chairman of the meeting and Kori Ogrosky will act as secretary. I would now like to take the opportunity to introduce members of the company's team who are with us today. From the Board of Directors, Tanya Acker, Craig Carlson, Bill Hosler, Susan Lester, Roger Molvar, Dan Platt, Bob Stine and Matt Wagner. In addition to Mr. Wagner, the following members of the company's executive team are also with us today: Kori Ogrosky, Executive Vice President, General Counsel and Corporate Secretary; Pat Rusnak, Executive Vice President and Chief Financial Officer. In addition, we have Brian Gordon, a partner from KPMG; Erik Hiller, Managing Director with KPMG; and Bill Long, a banking manager with KPMG. They are here to represent their -- us as our independent auditors. [ Richard Leza ] will act as inspector of elections and to certify the vote for matters before the shareholders. We will now proceed with the meeting as follows. First, we will conduct the agenda items for the annual meeting, and then we will open the meeting to general discussion and questions from management relating to matters germane to the shareholder meeting. I will now call on Ms. Ogrosky to give us a report on the notice of this meeting and the existence of a quorum.

Thank you, John. We mailed the proxy to the shareholders of record as of March 16. I do have with me today an affidavit of that mailing as well as a list of those shareholders of record. Our inspector of elections report shows that we have over 90% of our outstanding shares represented here today, so definitely a quorum.

Great. Thank you, Kori. It is now time for the reading of the minutes of last year's annual meeting, which was held on May 13, 2019.

I move that we waive the reading of the minutes from last year's annual meeting.

Is there a second to that motion?

I second the motion.

Thank you, Mr. Wagner. We have now heard the motion and a second to waive the reading of the minutes of last year's annual meeting. The motion is carried. The secretary will please insert those minutes of the 2019 annual meeting into the company's official records. We have 3 proposals upon which to proceed: first, the proposal for the election of directors; second, an advisory nonvoting -- nonbinding vote to approve the compensation of the company's executive officers; and third, the ratification of the appointment of KPMG as our independent auditors for 2020. Each of these proposals is described in detail in the proxy statement.

Chairman, I move that we nominate those individuals listed as nominees in our proxy and that we vote to approve those nominees as well. I move that we approve the compensation for the company's named executive officers. And lastly, I move to ratify the appointment of KPMG as our independent auditors for the 2020 fiscal year.

Thank you. You've heard the motion. Is there a second?

I second each of the 3 motions.

Thank you. The proposals have been properly submitted to the shareholders for action with a formal motion and a second. For proposal 1 regarding the election of directors, the nominees receiving the affirmative vote of a majority of the votes cast, meaning the number of votes actually voted for each nominee must exceed the number of shares voted against each nominee will then be elected. For each of proposals 2 and 3, an affirmative vote of at least a majority of shares of common stock present at the meeting in person or in proxy is required to approve the proposals. Pat Rusnak, Matt Wagner, Mark Yung, Kori Ogrosky have been appointed proxy agents for the stockholders, and they have cast 105,923,410 shares in accordance with the instructions of those stockholders. Before we proceed to vote, are there any questions on the proposals?

No questions have been submitted.

I now declare the polls open and will remain open until all items of official business have been presented and discussed. While the proposals are being voted on, no other business may come before the meeting. We will now vote on the proposals. At this time, any shareholder that -- any shareholders that are logged or who have already submitted proxies and wish to vote their shares may do so now by clicking on the Vote Here button on your screen.

We will keep the polls open for the next 60 seconds. [Voting]

Having heard no questions, do we have the preliminary voting results?

We do. We've been informed by the inspector of elections that the preliminary vote report shows that the nominees to the Board have been duly elected, the compensation for the named executive officers has been approved by advisory vote, and KPMG has been ratified as our independent auditors. We will be reporting the final vote results on our 8-K, which we will be filing this week.

Thank you. This concludes the formal part of our meeting. We will now proceed to any questions for our management for general discussion.

John, no one has submitted a question through the virtual meeting.

Okay.

I'll do it. I want to thank you all for your participation in today's meeting. Since there are no more questions or any questions for that matter, the meeting is adjourned.

Thank you all for your attendance.