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

Good afternoon, and welcome to the Annual Meeting of Stockholders for 2021. I am John Eggemeyer, Chairman of the Board of PacWest Bancorp, and I call this meeting to order. There are several items of business on today's agenda, as set forth in the notice of meeting and proxy statement. I will act as Chairman of the annual meeting and Natasha Luddington will act as secretary of the meeting. In addition, Matt Wagner, Company's CEO and President, is also here today with most of the executive management and directors. PacWest Bancorp stockholders as of record, have the ability to vote during this meeting until I close the polls. PacWest Bancorp stockholders also have the ability to submit questions online. And I will be closing the polls after we review the proposals. I now call on Ms. Luddington to give us a report of the notice of this meeting and the existence of a quorum.

Thank you, Mr. Eggemeyer. And again, welcome to the 2021 PacWest Bancorp Annual Meeting of Stockholders, and thank you, Mr. Eggemeyer, Chairman of the Board. The notice of this meeting, the proxy statement and the annual report were duly to properly mailed and an affidavit to that effect has been filed with the record of this meeting. The Board of Directors set March 15, 2021, as the date of record for this stockholders' meeting. We have here a record of stockholders of that date. The inspector of election's preliminary report shows that more than 103,845,507 shares or approximately 88.82% of the shares outstanding and entitled to vote as of the record date of March 25 -- excuse me, March 15, 2021, are represented here today. This meets the quorum requirement under our second amended and restated bylaws, and therefore, the meeting is duly constituted, and we may proceed with the business of this meeting. Before the polls open, are there any questions on the proposals?

I now declare the polls open. The polls 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 be brought before the meeting. Thank you, Ms. Luddington. It is now time for a reading of the minutes of last year's annual meeting held on May 12, 2020.

Mr. Chairman, I move the waiver of the reading of the minutes of last year's annual meeting.

Is there a second to that?

Mr. Chairman, I second the motion.

Thank you, Mr. Wagner. You've heard the motion and the second to waive the reading of the minutes of last year's meeting. The motion is carried. The secretary will post -- will please insert minutes of the 2020 annual meeting into the company's official records. We now have 4 proposals upon which we will proceed: first, the proposal for the election of directors; second, the advisory and nonbinding vote to approve the compensation of the company's executive officers; third, approval of the amended and restated PacWest Bancorp 2017 Stock Incentive Plan; and fourth, ratification of the appointment of KPMG as the independent auditors for the 2021 fiscal year. Each of these proposals is described in detail in the proxy statement.

Mr. Chairman, as acting secretary of the company and as a stockholder, I move that we nominate those individuals listed as nominees for the Board of Directors and that we vote on such nominees; second, I move that we approve the compensation of the company's named executive officers; third, I move that we approve the amended and restated PacWest Bancorp 2017 Stock Incentive Plan; Mr. Chairman, lastly, I move to ratify the appointment of KPMG LLP as independent auditors for the company for the fiscal year ending December 31, 2021.

You have heard the motions. Is there a second to them?

Mr. Chairman, I second each of the 4 motions.

Thank you, Mr. Wagner. The proposals have been properly submitted to the stockholders for action with the 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 will be elected. For each of proposals 2, 3 and 4, the affirmative vote of at least a majority of the shares of common stock present at the meeting in person or by proxy is required to approve the proposals. Matthew Wagner, Mark Yung and Bart Olson have been appointed as proxy agents for the stockholders and they have voted 103,845,507 shares in accordance with the instruction of those stockholders. We ask now, if you have not already presented your vote on the proposal. Have some coming in? Okay. We have received the stockholder votes and I declare the polls now closed. Do we have the preliminary voting results?

Yes, we do. We have been informed by the inspector of election that the preliminary vote report shows that the nominees for election to the Board of Directors have been duly elected; the compensation of the named executive officers has not been approved by advisory of vote; the amended and restated PacWest Bancorp 2017 Stock Incentive Plan has been approved; and KPMG has been ratified as our independent auditors for 2021. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days.

Thank you very much. This concludes the formal meeting. We can now begin the question-and-answer session.

The floor is open for questions from stockholders. Okay. No questions. I want to thank you all for your participation in today's meeting. Since there are no more questions or comments, the meeting is adjourned.

Thank you all.

Thank you. The 2021 Annual Stockholders Meeting for PacWest Bancorp has now come to an end. For any further details, please visit PacWest Bancorp's IR website, pacwestbancorp.com. Thank you for your attention. You may now disconnect.