BANC OF CALIFORNIA, INC. 8-K

What Happened

• Banc of California, Inc. (BANC) filed an 8-K on May 8, 2026 reporting results of its May 6, 2026 Annual Meeting of Stockholders. The record date was March 13, 2026, with 153,778,367 shares of voting common stock outstanding. All ten director nominees were elected to one-year terms expiring at the 2027 annual meeting.

Key Details

• Directors elected (votes For / Against / Abstentions):
  • James A. “Conan” Barker: 116,750,933 / 799,009 / 61,440
  • Paul R. Burke: 116,405,677 / 1,123,230 / 82,475
  • Mary A. Curran: 116,451,893 / 1,083,943 / 75,546
  • John M. Eggemeyer: 116,220,115 / 1,225,967 / 165,300
  • Shannon F. Eusey: 116,322,604 / 1,198,215 / 90,563
  • Susan E. Lester: 116,704,750 / 813,333 / 93,299
  • Joseph J. Rice: 116,762,079 / 787,759 / 61,544
  • Vania E. Schlogel: 116,321,555 / 1,198,686 / 91,141
  • Andrew Thau: 115,517,996 / 2,044,971 / 48,415
  • Jared M. Wolff: 116,196,466 / 1,375,265 / 39,651
• Auditor ratified: Ernst & Young LLP was ratified as the independent registered public accounting firm for 2026 (For: 129,027,721; Against: 263,457; Abstentions: 54,203).
• Say-on-Pay: Advisory approval of executive compensation passed (For: 94,559,017; Against: 22,541,537; Abstentions: 510,828). About 19% of votes cast were opposed.
• Equity plan approved: Second Amended and Restated 2018 Omnibus Stock Incentive Plan approved (For: 115,167,771; Against: 2,216,600; Abstentions: 227,011).

Why It Matters

• Governance stability: Re-election of all ten directors indicates continuity in the board through 2027, which is important for strategic oversight and execution.
• Financial reporting continuity: Ratification of Ernst & Young maintains the Company’s auditor relationship for 2026, affecting audit continuity and investor confidence.
• Compensation and incentives: Approval of Say-on-Pay (despite notable dissent) and the omnibus stock incentive plan gives management authority to continue executive pay practices and equity awards—matters that affect dilution, executive alignment, and shareholder returns.
• Investors should note the size of the dissent on Say-on-Pay (~19% opposed) as an indicator of shareholder concern about compensation practices, even though the proposal passed.