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): February 24, 2015
BANC OF CALIFORNIA, INC.
(Exact name of Registrant as specified in its Charter)
| Maryland | 001-35522 | 04-3639825 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 18500 Von Karman Avenue, Suite 1100, Irvine, California | 92612 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (855) 361-2262
N/A
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)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 24, 2015, the Board of Directors (the “Board”) of the Company approved amendments to the Company’s Second Amended and Restated Bylaws and adopted the Company’s Third Amended and Restated Bylaws (the “Bylaws”), effective February 24, 2015. The amendments modified the advance-notice period for stockholder proposals and nominations from 120-150 days prior to the first anniversary of the preceding year’s annual meeting to 150-180 days prior to the first anniversary of the preceding year’s annual meeting.
The foregoing summary is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 3.1 | Banc of California, Inc. Third Amended and Restated Bylaws, effective February 24, 2015 | |
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 thereunto duly authorized.
| Banc of California, Inc. | ||||||
| Date: March 2, 2015 | By: | /s/ John C. Grosvenor | ||||
| John C. Grosvenor | ||||||
| Executive Vice President and | ||||||
| General Counsel | ||||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Banc of California, Inc. Third Amended and Restated Bylaws, effective February 24, 2015 | |
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