Western Alliance (NYSE: WAL) investors approve directors, pay and auditor at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Western Alliance Bancorporation reported the results of its Annual Meeting of Stockholders. A total of 98,091,907 common shares were voted, representing 90.3% of the 108,671,534 shares outstanding and entitled to vote.

Stockholders elected all thirteen director nominees to one-year terms expiring in 2027, with each receiving a substantial majority of votes cast. They also approved, on a non-binding advisory basis, the company’s executive compensation program, and ratified the appointment of RSM US LLP as independent auditor for the fiscal year ending December 31, 2026.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares voted: 98,091,907 shares Shares outstanding entitled to vote: 108,671,534 shares Quorum percentage: 90.3% +4 more

7 metrics

Shares voted 98,091,907 shares Common stock voted at Annual Meeting

Shares outstanding entitled to vote 108,671,534 shares Common stock outstanding and entitled to vote

Quorum percentage 90.3% Percentage of outstanding shares represented

Say-on-pay votes for 86,377,579 votes Advisory vote approving executive compensation

Say-on-pay votes against 4,148,326 votes Advisory vote opposing executive compensation

Auditor ratification votes for 96,759,728 votes Ratification of RSM US LLP as independent auditor

Auditor ratification votes against 1,009,265 votes Opposing ratification of RSM US LLP

Key Terms

non-binding advisory vote, broker non-votes, independent auditor, Annual Meeting of Stockholders

4 terms

non-binding advisory vote regulatory

"approved the non-binding advisory vote on executive compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes financial

"the number of abstentions and broker non-votes, as to each such matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditor financial

"ratified the appointment of RSM US LLP as the Company's independent auditor"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

Annual Meeting of Stockholders regulatory

"the Company held its Annual Meeting of Stockholders (the “Annual Meeting”)"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/11/2026 - 04:51 PM

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): June 10, 2026

WESTERN ALLIANCE BANCORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-32550

88-0365922

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

One E. Washington Street, Phoenix, Arizona 85004

(Address of principal executive offices) (Zip Code)

(602) 389-3500

(Registrant's telephone number, including area code)

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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 Par Value

WAL

New York Stock Exchange

Depositary Shares, Each Representing a 1/400th Interest in a Share of

4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A

WAL PrA

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 June 10, 2026, 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 98,091,907 representing 90.3% of the 108,671,534 shares outstanding and entitled to vote at the Annual Meeting. The Company's stockholders: elected all of the thirteen nominees for director; approved the non-binding advisory vote on executive compensation; and ratified the appointment of RSM US LLP as the Company's independent auditor for the fiscal year ending December 31, 2026. 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 thirteen directors to each serve for a one-year term expiring in 2027. The voting results were as follows:


	VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
Bruce D. Beach	88,839,363	1,765,730	60,031	7,426,783
Juan R. Figuereo	89,581,111	1,019,494	64,519	7,426,783
Greta Guggenheim	90,399,965	211,892	53,267	7,426,783
Christopher A. Halmy	89,557,996	1,050,465	56,663	7,426,783
Mary Chris Jammet	90,175,991	431,463	57,670	7,426,783
Marianne Boyd Johnson	88,182,126	2,362,811	120,187	7,426,783
Robert P. Latta	88,982,021	1,618,875	64,228	7,426,783
Anthony T. Meola	90,406,134	201,025	57,965	7,426,783
Dr. Michael Papay	90,313,828	294,902	56,394	7,426,783
Bryan K. Segedi	90,356,458	251,709	56,957	7,426,783
Donald D. Snyder	85,888,286	4,707,822	69,016	7,426,783
Clarke Starnes III	90,366,435	241,639	57,050	7,426,783
Kenneth A. Vecchione	89,283,829	1,315,228	66,067	7,426,783

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
86,377,579	4,148,326	139,219	7,426,783

Proposal 3 Ratification of Auditor

The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026. The voting results were as follows:


VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
96,759,728	1,009,265	322,914	—

Item 9.01 Financial Statements and Exhibits

The following exhibits are being filed herewith:

(d) Exhibits.


Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


			WESTERN ALLIANCE BANCORPORATION
			(Registrant)


			/s/ Vishal Idnani

			Vishal Idnani
			Chief Financial Officer



Date:			June 11, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Western Alliance (WAL) stockholders approve at the 2026 annual meeting?

Stockholders elected thirteen directors, approved a non-binding advisory vote on executive compensation, and ratified RSM US LLP as independent auditor for the fiscal year ending December 31, 2026. All three proposals received strong majority support based on shares voted.

How many Western Alliance (WAL) shares were represented at the 2026 annual meeting?

A total of 98,091,907 common shares were voted in person or by proxy, representing 90.3% of the 108,671,534 shares outstanding and entitled to vote. This indicates high shareholder participation in the annual meeting decisions.

How did Western Alliance (WAL) stockholders vote on executive compensation in 2026?

Stockholders approved executive compensation on a non-binding advisory basis, with 86,377,579 votes for, 4,148,326 against, and 139,219 abstentions, plus 7,426,783 broker non-votes. This reflects broad support for the company’s executive pay program.

Which auditor did Western Alliance (WAL) stockholders ratify for fiscal 2026?

Stockholders ratified RSM US LLP as Western Alliance’s independent auditor for the fiscal year ending December 31, 2026, with 96,759,728 votes for, 1,009,265 against, and 322,914 abstentions. There were no broker non-votes on this proposal.

Were all Western Alliance (WAL) director nominees elected at the 2026 annual meeting?

Yes. All thirteen nominees for director were elected to one-year terms expiring in 2027. Each nominee received significantly more votes for than against, with additional abstentions and 7,426,783 broker non-votes reported for each director election.

What was the quorum level at Western Alliance’s 2026 annual stockholder meeting?

The meeting achieved a strong quorum, with 98,091,907 shares voted out of 108,671,534 shares outstanding and entitled to vote, representing 90.3%. This high participation allowed all proposals and director elections to be validly considered by stockholders.

Filing Exhibits & Attachments

4 documents