WESTERN ALLIANCE BANCORPORATION Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Pursuant to the proxy access provision, inserted at subsection 2.16 in the Bylaws, a stockholder or a group of no more than twenty (20) stockholders owning three percent (3%) or more of the voting power of the Company's outstanding capital stock continuously for at least three (3) years may nominate and include in the Company's proxy statement for an annual meeting director nominees constituting up to the greater of two (2) individuals or twenty percent (20%) of the number of directors in office, provided the stockholders satisfy the requirements specified in the Bylaws. The Bylaws also include certain changes to update the advance notice provisions with respect to the proxy access provision, to make the bylaws gender neutral, to remove provisions that relate to the previously implemented transition from a classified board to annual election of directors, and to make other immaterial clarifications and improvements.
The preceding description is qualified in its entirety by reference to the Bylaws, which are attached hereto as Exhibit 3.1, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
OnJune 14, 2022 , 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 93,450,413 representing 86.3% of the 108,282,445 shares outstanding and entitled to vote at the Annual Meeting. All directors were elected by majority vote and all other matters voted upon at the Annual Meeting were approved with the required votes. 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 twelve directors to each serve for a one-year term expiring in 2023. The voting results were as follows:
VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
Bruce D. Beach 83,884,488 2,591,942 9,350 6,964,632
Juan Figuereo 85,736,822 430,562 318,396 6,964,632
Howard Gould 84,961,734 1,514,490 9,556 6,964,632
Marianne Boyd Johnson 83,117,424 3,360,576 7,780 6,964,632
Robert Latta 85,983,679 492,472 9,629 6,964,632
Adriane McFetridge 86,004,003 182,279 299,498 6,964,632
Michael Patriarca 85,684,766 676,838 124,175 6,964,632
Patricia L. Arvielo 84,718,185 882,127 885,467 6,964,632
Bryan Segedi 85,991,118 174,079 320,583 6,964,632
Donald Snyder 82,001,476 4,471,657 12,647 6,964,632
Sung Won Sohn, Ph.D. 85,838,620 633,172 13,987 6,964,632
Kenneth A. Vecchione 85,597,615 874,861 13,304 6,964,632
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 83,937,932 2,424,019 123,829 6,964,632
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Proposal 3 Ratification of Auditor
The Company's stockholders ratified the appointment of
VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
90,586,988 2,814,744 48,681 -
Item 9.01 Financial Statements and Exhibits
The following exhibits are being filed herewith:
(d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Bylaws ofWestern Alliance , effectiveJune 14, 2022 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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