wal-20230407

Delaware

001-32550

88-0365922

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

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:

☐ 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))

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).

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 April 7, 2023, Patricia Arvielo notified the Board of Directors (the “Board”) of Western Alliance Bancorporation (the “Company”) of her resignation from the Boards of Directors of the Company and Western Alliance Bank (the “Bank”). Ms. Arvielo’s resignation was related to her desire to focus on existing commitments and does not relate to any disagreement on matters relating to the Company’s or the Bank’s operations, policies or practices or any other matter.

Also on April 7, 2023, the Board appointed Mary Tuuk Kuras as a director of the Company to fill the vacancy created by Ms. Arvielo’s resignation. Ms. Kuras will serve until the 2023 annual meeting of stockholders, which is scheduled to be held on June 14, 2023, and will stand for election at that meeting. Ms. Kuras has been appointed to the Risk Management Committee and Finance & Investment Committee of the Board. Ms. Kuras will also serve on the Board of Directors of the Bank.

There are no arrangements or understandings between Ms. Kuras and any other person pursuant to which she was appointed as a director, and there are no transactions between Ms. Kuras and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Kuras will be entitled to the standard compensation provided to the Company’s non-employee directors, as most recently 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.

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
			Vice Chairman and
			Chief Financial Officer



Date:			April 7, 2023


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