Western Alliance Bancorporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$WAL
Major Banks
Finance
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): June 11, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Depositary Shares, Each Representing a 1/400th Interest in a Share of 4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A | ||||||||||||||
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2025, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of the Company’s common stock, par value of $0.0001 per share, voted in person or by proxy at the Annual Meeting was 101,678,688 representing 91.9% of the 110,616,314 shares outstanding and entitled to vote at the Annual Meeting. The Company's stockholders: elected all of the thirteen nominees for director; approved the non-binding advisory vote on executive compensation; and ratified the appointment of RSM US LLP as the Company's independent auditor for the fiscal year ending December 31, 2025. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
Proposal 1 Election of Directors
The Company’s stockholders elected thirteen directors to each serve for a one-year term expiring in 2026. The voting results were as follows:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||||||||
| Bruce D. Beach | 91,330,582 | 2,205,245 | 57,416 | 8,085,445 | ||||||||||||||||||||||
| Juan R. Figuereo | 93,088,166 | 419,858 | 85,219 | 8,085,445 | ||||||||||||||||||||||
| Howard N. Gould | 92,561,453 | 971,534 | 60,256 | 8,085,445 | ||||||||||||||||||||||
| Greta Guggenheim | 93,430,023 | 80,187 | 83,033 | 8,085,445 | ||||||||||||||||||||||
| Christopher A. Halmy | 93,361,269 | 149,222 | 82,752 | 8,085,445 | ||||||||||||||||||||||
| Mary Chris Jammet | 93,041,192 | 467,592 | 84,459 | 8,085,445 | ||||||||||||||||||||||
| Marianne Boyd Johnson | 91,505,541 | 2,004,634 | 83,068 | 8,085,445 | ||||||||||||||||||||||
| Mary Tuuk Kuras | 93,315,040 | 195,003 | 83,200 | 8,085,445 | ||||||||||||||||||||||
| Robert P. Latta | 92,174,490 | 1,359,875 | 58,878 | 8,085,445 | ||||||||||||||||||||||
| Anthony T. Meola | 93,333,563 | 197,905 | 61,775 | 8,085,445 | ||||||||||||||||||||||
| Bryan K. Segedi | 93,093,728 | 439,366 | 60,149 | 8,085,445 | ||||||||||||||||||||||
| Donald D. Snyder | 90,369,346 | 3,164,849 | 59,048 | 8,085,445 | ||||||||||||||||||||||
| Kenneth A. Vecchione | 93,154,840 | 382,227 | 56,176 | 8,085,445 | ||||||||||||||||||||||
Proposal 2 Advisory (Non-Binding) Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, executive compensation. The voting results were as follows:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||
| 88,810,203 | 4,596,511 | 186,529 | 8,085,445 | |||||||||||||||||
Proposal 3 Ratification of Auditor
The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent auditor for the fiscal year ending December 31, 2025. The voting results were as follows:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||
| 100,295,126 | 1,298,307 | 85,255 | — | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits
The following exhibits are being filed herewith:
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 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: | June 11, 2025 | |||||||