PACIFIC PREMIER BANCORP INC0001028918false00010289182024-05-152024-05-15

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) May 15, 2024
PACIFIC PREMIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware0-2219333-0743196
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (949) 864-8000

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.01 per sharePPBINASDAQ Global Select Market

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Retirement; Board Committee Assignments

Effective immediately prior to the Annual Meeting of Stockholders (the “2024 Annual Meeting”), Mr. Joseph Garrett retired from the Board of Directors (the “Board”) of Pacific Premier Bancorp, Inc. (the “Company”), including from his membership on the Board’s Compensation and Nominating and Governance Committees, and from the Board of Directors of Pacific Premier Bank (the “Bank Board”). In connection with Mr. Garrett’s retirement, the size of the Board and the Bank Board was reduced from twelve (12) to eleven (11) directors, effective immediately prior to the 2024 Annual Meeting. In addition, the Board approved an adjustment to Board Committee assignments, with Director Chris Mitchell joining the Compensation Committee and rotating off of the Enterprise Risk Committee. Except as described in this Item 5.02, all other Board Committee assignments remain unchanged.

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 2024 Annual Meeting and the related voting results, as certified by the 2024 Annual Meeting inspector of election. Each of Proposal 1, 2 and 4, described in further detail in the Definitive Proxy Statement, was approved by the Company’s stockholders. The Company’s stockholders approved the “every year” option under Proposal 3, described in further detail in the Definitive Proxy Statement, with respect to conducting future advisory votes on the compensation of the Company’s named executive officers. Other than the four proposals summarized below, no other item of business was submitted at the 2024 Annual Meeting.

On the record date for the 2024 Annual Meeting, there were 96,475,096 shares of Company common stock issued, outstanding and entitled to vote. Stockholders holding 90,441,232 shares of Company common stock were present at the 2024 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 2025 or until their successors are duly elected and qualified, based upon the following votes:

Nominee
Votes For
Votes Against
Abstain
Broker Non-Vote
Ayad A. Fargo
85,684,215
1,035,205
19,358
3,702,454
Steven R. Gardner
84,331,991
2,214,033
192,754
3,702,454
Stephanie Hsieh
86,047,068
668,371
23,339
3,702,454
Jeffrey C. Jones
84,028,720
2,678,213
31,845
3,702,454
Rose E. McKinney-James
85,918,942
763,828
56,008
3,702,454
M. Christian Mitchell
85,694,109
1,025,251
19,418
3,702,454
George M. Pereira
86,405,535
309,904
23,339
3,702,454
Barbara S. Polsky
85,673,559
1,045,861
19,358
3,702,454
Zareh H. Sarrafian
85,577,038
1,129,464
32,276
3,702,454
Jaynie M. Studenmund
85,681,422
1,037,498
19,858
3,702,454
Richard C. Thomas
86,405,733
313,785
19,260
3,702,454

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:

ForAgainstAbstainBroker Non-Votes
71,143,32615,501,98193,4713,702,454



Proposal 3: Conducting future advisory votes on the compensation of the Company’s named executive officers using a frequency of every year was approved, on a non-binding advisory basis, by the following votes:



1 Year2 Years3 YearsAbstain
80,178,41540,3916,184,051335,921

Proposal 4: The appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2024 was ratified, having received the following votes:

ForAgainstAbstain
90,388,23516,35136,646

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 15, 2024By:
/s/ STEVEN R. GARDNER
   Steven R. Gardner
   Chairman, Chief Executive Officer, and President

v3.24.1.1.u2
Cover Page Cover Page
May 15, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 15, 2024
Entity Registrant Name PACIFIC PREMIER BANCORP INC
Entity Central Index Key 0001028918
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 0-22193
Entity Tax Identification Number 33-0743196
Entity Address, Address Line One 17901 Von Karman Avenue
Entity Address, Address Line Two Suite 1200
Entity Address, City or Town Irvine
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92614
City Area Code 949
Local Phone Number 864-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol PPBI
Security Exchange Name NASDAQ
Pacific Premier Bancorp (NASDAQ:PPBI)
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