UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 25, 2019, the board of directors (the “Board”) of PacWest Bancorp (the “Company”) increased the size of the Board by one to thirteen members and appointed Arnold W. Messer to serve on the Board until such time as his successor is duly elected and qualified or until his earlier resignation or removal. Mr. Messer will serve as a member of the Board’s Asset/Liability Management Committee. The Board of the Company and the Board of Pacific Western Bank, the principal operating subsidiary of the Company, will now be comprised of the same board members.
Mr. Messer has served as a director of Pacific Western Bank since 2014. From 2004 to 2014, Mr. Messer served on the Company’s Board as a member of the Compensation, Nominating and Governance Committee.
Compensatory arrangements for Mr. Messer will be consistent with the Company’s previously disclosed standard arrangements for non-employee directors. Such arrangements are described in the Company’s proxy statement for its 2019 annual meeting filed with the Securities and Exchange Commission on March 28, 2019, which descriptions are incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 25, 2019, the Board approved the Second Amended and Restated Bylaws of the Company (the “Bylaws”). A copy of the Bylaws is included as Exhibit 3.5 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 3.5 Second Amended and Restated Bylaws of PacWest Bancorp
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PacWest Bancorp | ||
| Date: October 29, 2019 | ||
| By: | /s/ Kori L. Ogrosky | |
| Name: | Kori L. Ogrosky | |
| Title: | Executive Vice President, General Counsel & Corporate Secretary | |