Banc of California (BANC) investors back directors, pay and incentive plan

Rhea-AI Filing Summary

Banc of California, Inc. reported the results of its 2026 Annual Meeting of Stockholders. As of the March 13, 2026 record date, 153,778,367 shares of voting common stock were outstanding. Stockholders elected ten director nominees, each for a one-year term ending at the 2027 annual meeting.

Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 129,027,721 votes for and 263,457 against. On an advisory basis, stockholders approved executive compensation, with 94,559,017 votes for and 22,541,537 against, and approved the Company’s Second Amended and Restated 2018 Omnibus Stock Incentive Plan, with 115,167,771 votes for and 2,216,600 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares eligible to vote: 153,778,367 shares Auditor ratification votes for: 129,027,721 votes Say-on-Pay votes for: 94,559,017 votes +2 more

5 metrics

Shares eligible to vote 153,778,367 shares Voting common stock outstanding as of March 13, 2026 record date

Auditor ratification votes for 129,027,721 votes Ernst & Young LLP ratified as 2026 independent registered public accounting firm

Say-on-Pay votes for 94,559,017 votes Advisory approval of compensation for named executive officers

Incentive plan votes for 115,167,771 votes Approval of Second Amended and Restated 2018 Omnibus Stock Incentive Plan

Highest director support 116,762,079 votes for Election of director nominee Joseph J. Rice

Key Terms

independent registered public accounting firm, Say-on-Pay, Second Amended and Restated 2018 Omnibus Stock Incentive Plan

3 terms

independent registered public accounting firm financial

"Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Say-on-Pay financial

"Approval, on an advisory and non-binding basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement (Say-on-Pay)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Second Amended and Restated 2018 Omnibus Stock Incentive Plan financial

"Approval of the Company's Second Amended and Restated 2018 Omnibus Stock Incentive Plan"

Understanding 8-K Material Events →

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 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 8, 2026

Commission File Number 001-35522

BANC OF CALIFORNIA, INC.

(Exact name of registrant as specified in its charter)

Maryland						04-3639825
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

11611 San Vicente Boulevard, Suite 500

Los Angeles, CA 90049

(Address of Principal Executive Offices, Including Zip Code)

(855) 361-2262

(Registrant's Telephone Number, Including Area Code)

N/A

(Former name, former address and former fiscal year, 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.):

☐ 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 Exchange on Which Registered

Common Stock, par value $0.01 per share

BANC

New York Stock Exchange

Depositary Shares, each representing a 1/40th interest

in a share of 7.75% fixed rate reset non-cumulative

perpetual preferred stock, Series F

BANC/PF

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 of a Vote of Security Holders.

On May 6, 2026, Banc of California, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). As of March 13, 2026, the record date for the 2026 Annual Meeting, there were 153,778,367 shares of the Company’s voting common stock outstanding. At the 2026 Annual Meeting, stockholders voted on the matters disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 26, 2026 (the “Proxy Statement”). The results of the items voted on at the 2026 Annual Meeting are as follows:

Proposal I. Election of the ten director nominees:

The Company’s directors were each elected by a majority of the votes cast. Accordingly, the following ten director nominees were elected, each for a term of one year expiring at the Company’s 2027 Annual Meeting of Stockholders:

Nominee			For			Against			Abstentions			Non-Votes
James A. “Conan” Barker			116,750,933			799,009			61,440			N/A
Paul R. Burke			116,405,677			1,123,230			82,475			N/A
Mary A. Curran			116,451,893			1,083,943			75,546			N/A
John M. Eggemeyer			116,220,115			1,225,967			165,300			N/A
Shannon F. Eusey			116,322,604			1,198,215			90,563			N/A
Susan E. Lester			116,704,750			813,333			93,299			N/A
Joseph J. Rice			116,762,079			787,759			61,544			N/A
Vania E. Schlogel			116,321,555			1,198,686			91,141			N/A
Andrew Thau			115,517,996			2,044,971			48,415			N/A
Jared M. Wolff			116,196,466			1,375,265			39,651			N/A

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, 2026:

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			Abstentions			Broker Non-Votes
129,027,721			263,457			54,203			N/A

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 Proxy Statement (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			Abstentions			Broker Non-Vote
94,559,017			22,541,537			510,828			N/A

Proposal IV. Approval of the Company's Second Amended and Restated 2018 Omnibus Stock Incentive Plan:

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			Abstentions			Broker Non-Vote
115,167,771			2,216,600			227,011			N/A

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.

/s/ IDO DOTAN

Ido Dotan

Executive Vice President, General Counsel

and Corporate Secretary

Date: May 8, 2026

FAQ

What did Banc of California (BANC) stockholders decide at the 2026 annual meeting?

Stockholders elected ten directors for one-year terms, ratified Ernst & Young LLP as auditor for 2026, approved executive compensation on an advisory basis, and approved the Second Amended and Restated 2018 Omnibus Stock Incentive Plan, based on the voting results disclosed.

How did Banc of California (BANC) stockholders vote on the 2026 Say-on-Pay proposal?

Stockholders approved the advisory Say-on-Pay proposal, with 94,559,017 votes for, 22,541,537 against, and 510,828 abstentions. This reflects majority support for the compensation paid to the Company’s named executive officers as disclosed in the proxy statement for the 2026 annual meeting.

Was Ernst & Young LLP reappointed as Banc of California’s auditor for 2026?

Yes. Stockholders ratified the selection of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 129,027,721 votes for, 263,457 against, and 54,203 abstentions, meeting the required majority of votes cast standard.

What happened with Banc of California’s Second Amended and Restated 2018 Omnibus Stock Incentive Plan?

Stockholders approved the Company’s Second Amended and Restated 2018 Omnibus Stock Incentive Plan, with 115,167,771 votes for, 2,216,600 against, and 227,011 abstentions. Approval required a majority of votes cast and allows continued use of this equity-based incentive plan.

How many Banc of California (BANC) shares were eligible to vote at the 2026 annual meeting?

As of March 13, 2026, the record date for the 2026 Annual Meeting, there were 153,778,367 shares of the Company’s voting common stock outstanding. Only holders of these shares as of that date were entitled to vote on the meeting proposals.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB