f8k_070214.htm
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 26, 2014
______________
 
BBCN BANCORP, INC.
(Exact name of registrant as specified in its charter)
______________
 
Delaware
  
000-50245
  
95-4170121
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
______________
 
3731 Wilshire Boulevard
Suite 1000
Los Angeles, CA 90010
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (213) 639-1700
 
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 (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))
 
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
The annual meeting of stockholders of BBCN Bancorp, Inc. (the “Company”) was held on June 26, 2014.  Proxies were solicited by the Company’s management pursuant to Section 14 of the Securities Exchange Act of 1934, as amended.  At the meeting, the stockholders voted on the following items:

(1)  
election of directors;

(2)  
ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014;

(3)  
approval, on an advisory and nonbinding basis, of the compensation paid to the Company’s “named executive officers” as described in the proxy statement for the meeting;

(4)  
approval, on an advisory and nonbinding basis, of an annual frequency for the stockholder nonbinding vote to approve executive compensation; and

(5)  
adjournment of the meeting if necessary or appropriate in the judgment of the Company’s board of directors to solicit additional proxies or votes in favor of the above proposals to be presented at the meeting.
 
A total of 73,691,409 shares of the Company’s common stock were represented and voted at the meeting, constituting 92.70% of the issued and outstanding shares of common stock entitled to vote at the meeting.

The final results of the stockholder votes were as follows:

1.  
Election of directors of the Company:
 
   
Authority Given
    
Authority Withheld
  
Louis M. Cosso
     63,707,122       2,878,666  
Jin Chul Jhung
     63,683,993       2,901,795  
Kevin S. Kim
     62,193,843       4,391,945  
Peter Y.S. Kim
     63,011,165       3,574,623  
Sang Hoon Kim
     63,011,271       3,574,517  
Chung Hyun Lee
     63,706,995       2,878,793  
David P. Malone
     63,718,519       2,867,269  
Scott Yoon-Suk Whang
     63,062,899       3,522,889  
Dale S. Zuehls
     63,718,519       2,867,269  
 
There were approximately 7,103,957 broker non-votes received with respect to this item.
 
2.  
Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.

 
Total Shares
For:
73,573,959
Against:
103,697
Abstain:
10,753

The number of shares voting “for” constituted 99.84% of the total number of shares represented and voting at the meeting.
 
3.  
Approval, on an advisory and nonbinding basis, of the compensation paid to the Company’s
 
“named executive officers” as described in the proxy statement dated May 30, 2014.
 
 
Total Shares
For:
63,894,103
Against:
1,229,083
Abstain:
1,464,266
Broker non-vote:
7,103,957

The number of shares voting “for” constituted 95.96% of the total number of shares represented and voting at the meeting.
 
4.  
Approval, on an advisory and nonbinding basis, of an annual frequency for the stockholder nonbinding vote to approve executive compensation.
 
 
Total Shares
1 Year:
57,346,290
2 Years:
654,008
3 Years:
7,261,141
Abstain:
1,326,013
Broker non-vote:
7,103,957

The number of shares voting “for” an annual frequency constituted 86.12% of the total number of shares represented and voting at the meeting.
 
5.  
Adjournment of the meeting if necessary or appropriate in the judgment of the Company’s board of directors to solicit additional proxies or votes in favor of the above proposals that are to be presented at the meeting.
 
 
Total Shares
For:
65,643,666
Against:
6,940,308
Abstain:
1,107,435

The number of shares voting “for” constituted 89.08% of the total number of shares represented and voting at the meeting.

 
 
 
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.
 

 
BBCN BANCORP, INC.
 

 
By:      /s/ Kevin S. Kim                                                              
Name: Kevin S. Kim
Title: Chairman, President and Chief
Executive Officer
Date:   July 2, 2014