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
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| Date of Report (Date of earliest event reported) | February 8, 2024 |
| PACIFIC PREMIER BANCORP, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 0-22193 | 33-0743196 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (949) 864-8000
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:
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| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share | | PPBI | | NASDAQ Global Select Market |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 2, 2024, Mr. Joseph Garrett, a current member of the Board of Directors (the “Board”) of Pacific Premier Bancorp, Inc. (the “Company”) and the Board of Directors (the “Bank Board”) of Pacific Premier Bank, advised the Board Chair that he will be retiring from the Board and the Bank Board effective as of the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), and as such, will not stand for re-election as a member of the Board at the Annual Meeting. Mr. Garrett currently serves as a member of the Board’s Compensation Committee and Nominating and Governance Committee and will retire from those roles when he retires from the Board. Mr. Garrett’s decision to retire did not involve any disagreement with Company management, the Board or the Bank Board on any matter relating to the Company’s operations, policies or practices.
In connection with Mr. Garrett’s retirement from the Board and the Bank Board, and in accordance with the Company’s Amended and Restated Bylaws and the Bank’s Amended and Restated Bylaws, the number of directors on the Board and the Bank Board, respectively, will be decreased from twelve (12) to eleven (11) members effective as of the Annual Meeting.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
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| 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.
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| | PACIFIC PREMIER BANCORP, INC. |
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| Dated: | February 8, 2024 | By: | /s/ STEVEN R. GARDNER |
| | | | Steven R. Gardner |
| | | | Chairman, Chief Executive Officer, and President |
