HOPE BANCORP INC 8-K

What Happened

• Hope Bancorp, Inc. filed an 8-K on January 16, 2026 disclosing that director Scott Yoon‑Suk Whang notified the Board on January 13, 2026 that he will retire and will not stand for re‑election at the Company’s 2026 Annual Meeting. He will continue to serve until the completion of his term and currently chairs the Nomination & Governance Committee.
• The Board amended and restated the Company’s Amended and Restated Bylaws effective January 15, 2026 and also updated the Corporate Governance Guidelines and Lead Independent Director Guidelines.

Key Details

• Director change: Scott Yoon‑Suk Whang informed the Board on Jan 13, 2026 he will retire effective at the 2026 Annual Meeting; the Board size will be reduced to nine directors in connection with that election.
• Bylaws effective date: Amended and restated bylaws adopted January 15, 2026 (filed as Exhibit 3.1).
• Major bylaw changes include: majority voting in uncontested elections; updated procedures and notice requirements for stockholder nominations and proposals; requirement that stockholders requesting action by written consent or a special meeting first ask the Board to set a record date; updated indemnification/advancement language; Board exclusive authority to fill director vacancies; and an affirmative vote requirement to amend the bylaws.
• Governance updates: strengthened Lead Independent Director duties and added CEO succession planning guidance (changes recommended by the Nomination & Governance Committee). A press release about Whang’s retirement was filed as Exhibit 99.1.

Why It Matters

• Board composition: a director retirement and a reduced board size can affect committee assignments and board dynamics; Whang will remain through his term, providing continuity until the Annual Meeting.
• Shareholder impact: the bylaw amendments change how shareholders nominate directors, call special meetings or act by consent, and raise the voting threshold/procedure to amend bylaws — all of which affect shareholder rights and governance procedures.
• Governance signaling: adopting majority voting for uncontested elections and adding CEO succession guidance align the company with common governance practices, while giving the Board sole authority to fill vacancies may centralize control over director composition. Investors should note these policy changes when evaluating governance and shareholder engagement.