UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 12, 2022

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.)

3 MacArthur Place, Santa Ana, California									92707
(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 (see General Instruction A.2. below):

☐    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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

BANC

New York Stock Exchange

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 May 12, 2022, Banc of California, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). As of March 15, 2022, the record date for the 2022 Annual Meeting, there were 62,239,070 shares of the Company’s voting common stock outstanding. The results of the items voted on at the 2022 Annual Meeting are as follows:

Proposal I Election of the eleven director nominees:

The Company’s directors are elected by a majority of the votes cast. Accordingly, the following eleven director nominees were elected, each for a term of one year:

Nominee						For						Against						Abstain						Broker Non-Vote
James A. "Conan" Barker						55,140,663						671,141						21,418						2,630,724
Mary A. Curran						55,144,013						668,223						20,986						2,630,724
Shannon F. Eusey						54,782,145						1,040,187						10,890						2,630,724
Bonnie G. Hill						50,352,375						5,459,858						20,989						2,630,724
Denis P. Kalscheur						55,384,833						426,969						21,420						2,630,724
Richard J. Lashley						55,000,483						811,320						21,419						2,630,724
Vania E. Schlogel						55,393,110						419,121						20,991						2,630,724
Jonah F. Schnel						49,239,014						6,572,789						21,419						2,630,724
Robert D. Sznewajs						50,373,346						5,438,255						21,621						2,630,724
Andrew Thau						50,375,821						5,435,504						21,897						2,630,724
Jared M. Wolff						55,147,163						665,060						20,999						2,630,724

Proposal II Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved with the following vote:

For						Against						Abstain						Broker  Non-Vote
58,333,110						125,433						5,403						0

Proposal III Approval, on an advisory and non-binding basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting (Say-on-Pay):

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved with the following vote:

For						Against						Abstain						Broker  Non-Vote
48,691,190						6,982,806						159,226						2,630,724

2

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.

BANC OF CALIFORNIA, INC.

May 13, 2022

/s/ Ido Dotan

Ido Dotan

Executive Vice President, General Counsel and
Corporate Secretary