8-K

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):  April 22, 2024

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 April 22, 2024, the Board of Directors (the “Board”) of Western Alliance Bancorporation (the “Company”) appointed Greta Guggenheim, Christopher A. Halmy and Mary Chris Jammet as directors of the Company, effective immediately, by expanding the Board to sixteen directors. Each of Mss. Guggenheim and Jammet and Mr. Halmy will serve until the 2024 annual meeting of stockholders, which is scheduled to be held on June 12, 2024, and will stand for election at that meeting. After review and determination of each of Mss. Guggenheim’s and Jammet’s and Mr. Halmy’s qualifications and independence, effective as of May 1, 2024, each of Mss. Guggenheim and Jammet and Mr. Halmy are appointed to the Board Committees as follows: Ms. Guggenheim to the Risk Committee and the Finance and Investment Committee; Mr. Halmy to the Audit Committee and the Finance and Investment Committee; and Ms. Jammet to the Compensation Committee and the Audit Committee. Mss. Guggenheim and Jammet and Mr. Halmy will also serve on the Board of Directors of Western Alliance Bank.

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

Each of Mss. Guggenheim and Jammet and Mr. Halmy 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 27, 2023, and as updated from time to time.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

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
	Vice Chairman and
	Chief Financial Officer
Date:	April 23, 2024

XML

DEI Document	Apr. 22, 2024
Entity Information [Line Items]
Entity Central Index Key	0001212545
Amendment Flag	false
Document Type	8-K
Document Period End Date	Apr. 22, 2024
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