Pacific Premier Bancorp Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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
Date of Report (Date of earliest event reported):
May 20, 2025 (
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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. |
Amendment to the Amended and Restated 2022 Long-Term Incentive Plan
On May 19, 2025, at the Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Pacific Premier Bancorp, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2022 Long-Term Incentive Plan (the “2022 LTIP”), which amends the long-term incentive plan previously in place in order to increase by 2,000,000 the total number of shares of the Company’s common stock reserved for issuance under the 2022 LTIP. The 2022 LTIP is described in further detail in the Company’s definitive proxy statement for the 2025 Annual Meeting filed on April 7, 2025 (the “Definitive Proxy Statement”), and a copy of the approved 2022 LTIP is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
Set forth below are the four proposals that were voted on at the 2025 Annual Meeting and the related voting results, as certified by the 2025 Annual Meeting inspector of election. Each of the proposals, described in further detail in the Definitive Proxy Statement, was approved by the Company’s stockholders. Other than the four proposals summarized below, no other item of business was submitted at the 2025 Annual Meeting.
On the record date for the 2025 Annual Meeting, there were 97,081,596 shares of Company common stock issued, outstanding and entitled to vote. Stockholders holding 87,817,716 shares of Company common stock were present at the 2025 Annual Meeting, in person or represented by proxy.
Proposal 1: The eleven nominees named in the Company’s Definitive Proxy Statement were elected to serve a one-year term expiring in 2026 or until their successors are duly elected and qualified, based upon the following votes:
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||
| Ayad A. Fargo | 82,078,227 | 1,069,061 | 38,246 | 4,632,182 | ||||||||
| Steven R. Gardner | 80,726,637 | 2,286,964 | 171,933 | 4,632,182 | ||||||||
| Stephanie Hsieh | 82,383,365 | 765,345 | 36,824 | 4,632,182 | ||||||||
| Jeffrey C. Jones | 79,977,817 | 3,172,810 | 34,907 | 4,632,182 | ||||||||
| Rose E. McKinney-James | 82,383,487 | 763,524 | 38,523 | 4,632,182 | ||||||||
| M. Christian Mitchell | 82,139,013 | 1,009,966 | 36,555 | 4,632,182 | ||||||||
| George M. Pereira | 82,720,139 | 428,171 | 37,224 | 4,632,182 | ||||||||
| Barbara S. Polsky | 82,088,873 | 1,060,140 | 36,521 | 4,632,182 | ||||||||
| Zareh H. Sarrafian | 82,370,625 | 778,206 | 36,703 | 4,632,182 | ||||||||
| Jaynie M. Studenmund | 82,105,525 | 1,042,100 | 37,909 | 4,632,182 | ||||||||
| Richard C. Thomas | 82,686,026 | 464,504 | 35,004 | 4,632,182 |
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Proposal 2: The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as described in the Definitive Proxy Statement, was approved by the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||
| 76,460,663 | 6,414,837 | 310,034 | 4,632,182 |
Proposal 3: The proposal to approve an amendment to the Amended and Restated 2022 Long-Term Incentive Plan, as described in the Definitive Proxy Statement, was approved by the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||
| 77,142,394 | 5,979,791 | 63,349 | 4,632,182 |
Proposal 4: The appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2025 was ratified, having received the following votes:
| For | Against | Abstain | |||||
| 87,733,130 | 61,557 | 23,029 |
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Pacific Premier Bancorp, Inc. Amended and Restated 2022 Long-Term Incentive Plan |
| 104 | Cover Page Interactive Data File (embedded within the Inline XRBL document) |
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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.
| PACIFIC PREMIER BANCORP, INC. | ||
| Dated: May 20, 2025 | By: | /s/ Steven R. Gardner |
| Steven R. Gardner | ||
| Chairman, President and Chief Executive Officer | ||
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