wal-20221202

0001212545-22-000161.txt : 20221208 0001212545-22-000161.hdr.sgml : 20221208 20221208165028 ACCESSION NUMBER: 0001212545-22-000161 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20221202 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20221208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN ALLIANCE BANCORPORATION CENTRAL INDEX KEY: 0001212545 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32550 FILM NUMBER: 221453015 BUSINESS ADDRESS: STREET 1: ONE E. WASHINGTON STREET CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 602-389-3500 MAIL ADDRESS: STREET 1: ONE E. WASHINGTON STREET STREET 2: SUITE 1400 CITY: PHOENIX STATE: AZ ZIP: 85004 8-K 1 wal-20221202.htm 8-K wal-20221202

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2022

WESTERN ALLIANCE BANCORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-32550

88-0365922

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

One E. Washington Street, Phoenix, Arizona 85004

(Address of principal executive offices) (Zip Code)

(602) 389-3500

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 Par Value

WAL

New York Stock Exchange

Depositary Shares, Each Representing a 1/400th Interest in a Share of

4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A

WAL PrA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

On December 2, 2022, the Board of Directors (the “Board”) of Western Alliance Bancorporation (the “Company”) appointed Kevin M. Blakley and Paul Galant, as directors of the Company, effective immediately. Mr. Blakely and Mr. Galant will serve as directors until the 2023 annual meeting of shareholders and will stand for election at that meeting. Mr. Blakely and Mr. Galant have not yet been appointed to any Board committees.

There are no arrangements or understandings between Mr. Blakely or Mr. Galant and any other person pursuant to which any of the foregoing were selected as director, and there are no transactions between Mr. Blakely or Mr. Galant and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Blakely and Mr. Galant will be entitled to the standard compensation provided to the Company’s non-employee directors, as such compensation is described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 29, 2022 and as updated from time to time.

A copy of the press release related to the matters described in this Item 5.02 is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

99.1						Press release dated December 8 , 2022

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.


			WESTERN ALLIANCE BANCORPORATION
			(Registrant)


			/s/ Dale Gibbons

			Dale Gibbons
			Executive Vice President and
			Chief Financial Officer



Date:			December 8, 2022

EX-99.1 2 walboardrefreshmentpr.htm EX-99.1 Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Western Alliance Bancorporation Adds New Members to Board of Directors

PHOENIX (Dec. 8, 2022) – Western Alliance Bancorporation (NYSE: WAL) today announced the addition of two new members to its Board of Directors.

The Board of Directors on December 2, 2022, appointed two new Board members, effective immediately: Kevin M. Blakely and Paul Galant. The new directors will stand for election by shareholders at the Company’s 2023 Annual Meeting.

“The appointments of Kevin and Paul are the culmination of a deliberate and thorough director succession planning process,” said Donald D. Snyder, Governance Committee Chair, Western Alliance Bancorporation Board of Directors. “Both new members bring skillsets developed at large financial institutions, including risk management, technology, and payments experience that will contribute to the Company’s ongoing success at this important stage in its growth.”

“Today’s announcement is part of a planned, multi-year Board succession and refreshment process intended to position the Company for the future,” said Bruce D. Beach, Chair, Western Alliance Bancorporation Board of Directors. “Adding these new directors now enables Western Alliance to make the most of their sizable expertise throughout the first half of 2023, ahead of the Company’s Annual Meeting later in the year.”

Western Alliance CEO, Kenneth Vecchione, commented, “I am excited to welcome Kevin and Paul to the Western Alliance team and look forward to working with them as we pursue our mission to be the nation’s leader in commercial banking. Their support and guidance will help us continue to deliver what we have long been known for: superior service with sophisticated risk management.”

About New Board Members

Kevin M. Blakely: Mr. Blakely, whose recent professional experience includes roles as chief risk officer at Huntington Bancshares, Inc. and president and chief executive officer of the Risk Management Association, currently serves as a senior advisor to Oliver Wyman, Inc.

Paul Galant: Mr. Galant’s recent professional experience includes roles as chief executive officer and member of the board of directors of Brightstar, the world’s largest distribution and insurance provider to the mobile device industry, and its operating partner Softbank. Previously, he was chief executive officer of Verifone, before which he spent 13 years at Citibank, where he held CEO positions for a number of groups including enterprise payments, international credit cards and merchant acquiring, global transaction services, and cash management.

About Western Alliance Bancorporation

With more than $65 billion in assets, Western Alliance Bancorporation (NYSE:WAL) is one of the country’s top-performing banking companies. Through its primary subsidiary, Western Alliance Bank, Member FDIC, business clients benefit from a full spectrum of tailored banking solutions and outstanding service delivered by industry experts who put customers first. Major accolades include being ranked #1 top-performing large bank with assets greater than $50 billion in 2021 by both American Banker and Bank Director. Serving clients across the country wherever business happens, Western Alliance Bank operates individual, full-service banking and financial brands with offices in key markets nationwide. For more information, visit Western Alliance Bancorporation.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements that relate to expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Examples of forward-looking statements include, among others, statements we make regarding our expectations with regard to our business, future economic performance, growth and success, and the quotations from Board members. The forward-looking statements contained herein reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement. Some factors that could cause actual results to differ materially from historical or expected results include, among others: the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and the Company's subsequent Quarterly Reports on Form 10-Q, each as filed with the Securities and Exchange Commission; the potential adverse effects of unusual and infrequently occurring events such as the COVID-19 pandemic and any governmental or societal responses thereto; changes in general economic conditions, either nationally or locally in the areas in which we conduct or will conduct our business; the execution of our business plan; and other factors affecting the financial services industry generally or the banking industry in particular.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We do not intend and disclaim any duty or obligation to update or revise any industry information or forward-looking statements, whether written or oral, that may be made from time to time, set forth in this press release to reflect new information, future events or otherwise.

Media and Investor Contact:

Miles Pondelik

Director, Investor Relations & Corporate Development

602.346.7462

mpondelik@westernalliancebank.com

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DEI Document	Dec. 02, 2022
Entity Information [Line Items]
Entity Central Index Key	0001212545
Amendment Flag	false
Document Type	8-K
Document Period End Date	Dec. 02, 2022
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Tax Identification Number	88-0365922
Entity Registrant Name	WESTERN ALLIANCE BANCORPORATION
Entity Address, Address Line One	One E. Washington Street
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85004
City Area Code	602
Local Phone Number	389-3500
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 Par Value
Trading Symbol	WAL
Security Exchange Name	NYSE
Noncumulative Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/400th Interest in a Share of 4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	WAL PrA
Security Exchange Name	NYSE