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SECURITIES AND EXCHANGE COMMISSION
Exchange Act of 1934 (Amendment No. )
Filed by a Party other than the Registranto
o | Preliminary Proxy Statement | o | Confidential, for Use of the Commission Only | |||
þ | Definitive Proxy Statement | (as permitted by Rule 14a-6(e)(2)) | ||||
o | Definitive Additional Materials | |||||
o | Soliciting Material Under Rule 14a-12 |
þ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1) | Title of each class of securities to which transaction applies: | ||
2) | Aggregate number of securities to which transaction applies: | ||
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
4) | Proposed maximum aggregate value of transaction: | ||
5) | Total fee paid: |
o | Fee paid previously with preliminary materials: | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
1) | Amount previously paid: | ||
2) | Form, Schedule or Registration Statement No.: | ||
3) | Filing Party: | ||
4) | Date Filed: | ||
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TO BE HELD ON APRIL 18, 2007
Western Alliance Bancorporation:
1. | To elect five Class II directors to the Board of Directors whose terms will expire at the 2010 annual meeting; | ||
2. | To approve an amendment to the Company’s 2005 Stock Incentive Plan (the “Plan”) increasing the maximum number of shares of stock available for issuance under the Plan by 1,246,156 shares to 4,500,000; and | ||
3. | To transact such other business as may properly come before the stockholders at the Annual Meeting. |
Secretary
Las Vegas, Nevada
March 23, 2007
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2700 West Sahara Avenue
Las Vegas, Nevada 89102
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• | Class I, whose current term will expire at the annual meeting of stockholders to be held in 2009; | ||
• | Class II, whose current term will expire at the annual meeting of stockholders to be held in 2007; and | ||
• | Class III whose current term will expire at the annual meeting of stockholders to be held in 2008. |
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• | At any time in the last three years, the director is, or has been employed by the Company, or has an immediate family member that serves or has served as one of its executive officers; | ||
• | The director or an immediate family member has received more than $100,000 in direct compensation from the Company over a twelve-month period during the last three years, other than for director or committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); | ||
• | The director is a partner or employee of a firm that is the Company’s current internal or external auditor, or the director has an immediate family member who is currently a partner of such firm or who is currently employed by the firm in its audit, assurance, or tax compliance practice, or within the last three years, the director or an immediate family member was a partner or employee in such firm and personally worked on the Company’s audit in that time; | ||
• | In the last three years, the director or an immediate family member is or was employed as an executive officer by another company where, at the same time, any of the Company’s present executive officers serve or served on that company’s compensation committee; or | ||
• | The director is currently employed by, or, in the case of an immediate family member, is employed as an executive officer by, another company that has made payments to the Company, or received payments from the Company for property or services that, in any of the last three fiscal years, account for more than 2% of such company’s consolidated gross revenue or $1,000,000, whichever is greater. |
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• | The Audit Committee; | ||
• | The Compensation Committee; | ||
• | The Nominating and Corporate Governance Committee; and | ||
• | The Credit Committee. |
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• | Serving as an independent and objective body to monitor and assess the Company’s compliance with regulatory requirements, its financial reporting processes and related internal control systems and the general performance of the Company’s internal audit function; | ||
• | Overseeing the compliance of the Company’s internal audit function with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002; | ||
• | Overseeing the audit and other services of the Company’s outside auditors and being directly responsible for the appointment, independence, qualifications, compensation and oversight of the outside auditors, who will report directly to the Audit Committee; | ||
• | Supporting an open means of communication among the Company’s outside auditors, accountants, financial and senior management, its internal auditors, its regulatory audit department and the Board; | ||
• | Resolving any disagreements between the Company’s management and the outside auditors regarding the Company’s financial reporting; and | ||
• | Preparing (or directing to be prepared and reviewing) the Audit Committee Report for inclusion in the Company’s proxy statement for its annual meeting. |
• | Determining the compensation of the Company’s executive officers; | ||
• | Annually reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer’s compensation, and evaluating the CEO’s performance in light of those goals and objectives; |
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• | Reviewing the Company’s executive compensation policies and plans; | ||
• | Administering and implementing the Company’s equity compensation plans; | ||
• | Determining the number of shares underlying stock options and restricted common stock awards to be granted to the Company’s directors, executive officers and other employees pursuant to these plans; and | ||
• | Reviewing and discussing the Compensation Discussion and Analysis included in this Proxy Statement with management. |
• | Identifying individuals qualified to become members of the Company’s Board of Directors and recommending director candidates for election or re-election to the Board; | ||
• | Considering and making recommendations to the Board regarding Board size and composition, committee composition and structure and procedures affecting directors; and | ||
• | Monitoring the Company’s corporate governance principles and practices. |
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Fees Earned or | Stock | Option | All Other | |||||||||||||||||
Name | Paid in Cash ($) | Awards ($) (1) | Awards ($) (2) | Compensation ($) (3) | Total ($) | |||||||||||||||
Current | ||||||||||||||||||||
Paul Baker | 28,500 | 3,327 | 14,776 | 4,500 | 51,103 | |||||||||||||||
Bruce Beach | 42,750 | 3,327 | 14,776 | 4,500 | 65,353 | |||||||||||||||
William S. Boyd | 30,750 | 3,327 | 13,810 | 47,887 | ||||||||||||||||
Steven J. Hilton | 27,000 | 3,327 | 14,776 | 4,500 | 49,603 | |||||||||||||||
Marianne Boyd Johnson | 29,250 | 3,327 | 14,776 | 6,500 | 53,853 | |||||||||||||||
Cary Mack | 47,750 | 3,327 | 14,986 | 4,500 | 70,563 | |||||||||||||||
George J. Maloof, Jr. | 24,750 | 3,327 | 14,776 | -0- | 42,853 | |||||||||||||||
Arthur Marshall | 32,250 | 3,327 | 14,776 | 58,500 | 108,853 | |||||||||||||||
Todd Marshall | 28,500 | 3,327 | 14,776 | 8,500 | 55,103 | |||||||||||||||
M. Nafees Nagy, M.D. | 34,500 | 3,327 | 14,776 | 8,500 | 61,103 | |||||||||||||||
James Nave, D.V.M. | 45,000 | -0- | 14,776 | 8,500 | 68,276 | |||||||||||||||
Donald D. Snyder | 38,250 | -0- | 14,776 | 8,500 | 61,526 | |||||||||||||||
Former | ||||||||||||||||||||
Edward Nigro (4) | 17,250 | -0- | 5,130 | 8,500 | 30,880 |
(1) | This column discloses the grant date fair value of 100 shares of restricted stock awarded to certain directors for their participation in a team building event during a director retreat in July 2006. The award vested in full immediately upon grant. | |
(2) | This column reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006 in accordance with SFAS 123R. As of December 31, 2006, each director had the following number of options outstanding: Mr. Baker, 13,000; Mr. Beach, 11,800; Mr. Boyd, 8,000; Mr. Hilton, 13,000; Ms. Johnson, 13,000; Mr. Mack, 13,000; Mr. Maloof, 5,000; Mr. A. Marshall, 13,000; Mr. T. Marshall, 13,000; Dr. Nagy, 9,200; Dr. Nave, 13,000; and Mr. Snyder, 13,000. Complete beneficial ownership information of Company stock for each of our directors is provided in this proxy statement under the heading, “Security Ownership of Management and Certain Beneficial Owners.” | |
(3) | This column reflects retainer and/or meeting fees earned in the first quarter of 2006 by Company directors who also served as a director of the Company’s Bank of Nevada subsidiary (for Ms. Johnson and Messrs. A. Marshall, T. Marshall, Nagy, Nave, Snyder and Nigro), its Alliance Bank of Arizona subsidiary (for Messrs. Baker, Beach and Hilton), or its Torrey Pines Bank subsidiary (for Mr. Mack). (Seethe paragraph below for an explanation of a change in compensation practices for directors after the first quarter of 2006.) In addition, the amount shown for Mr. A. |
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Marshall includes a $50,000 annual fee he received in 2006 for serving as Chairman of the Board of Bank of Nevada. | ||
(4) | Mr. Nigro resigned from the Board of Directors effective July 1, 2006. |
• | $5,000 for the Presiding Independent Director, | ||
• | $10,000 for the Audit Committee chair, and | ||
• | $5,000 for all other Committee chairs. |
• | $1,500 for Board meetings, | ||
• | $1,500 for Audit Committee meetings, and | ||
• | $750 for all other Committee meetings. |
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Bruce Beach
Dr. Nafees Nagy
Dr. James E. Nave
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• | Alabama National BanCorporation | ||
• | Commercial Capital Bancorp Inc. | ||
• | East West Bancorp, Inc. | ||
• | Firstfed Financial Corp. | ||
• | Independent Bank Corp. (MA) | ||
• | Mid-State Bancshares | ||
• | Pacific Capital Bancorp | ||
• | Sterling Financial Corp. (PA) | ||
• | SVB Financial Group | ||
• | .UCBH Holdings, Inc | ||
• | WestAmerica Bancorporation | ||
• | Cathay General Bancorp | ||
• | CVB Financial Corp. | ||
• | First Community Bancorp (CA) | ||
• | Harleysville National Corp. | ||
• | Independent Bank Corp. (MI) | ||
• | National Penn Bancshares, Inc. | ||
• | Provident Bankshares Corp. | ||
• | Sterling Financial Corp. (PA) | ||
• | Texas Regional Bancshares, Inc. | ||
• | Umpqua Holdings Corp. |
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• | Earnings Per Share | 40% | ||
• | Organic Loan Growth | 20% | ||
• | Organic Deposit Growth | 20% | ||
• | Quality Control | 20% |
• | Earnings Per Share (Company) | 20% | ||
• | Net Income (Subsidiary) | 20% | ||
• | Organic Loan Growth (Subsidiary) | 20% | ||
• | Organic Deposit Growth (Subsidiary) | 20% | ||
• | Quality Control (Subsidiary) | 20% |
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Paul Baker
James E. Nave
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Non-Equity | ||||||||||||||||||||||||||||
Name and | Stock | Option | Incentive Plan | All Other | ||||||||||||||||||||||||
Principal Position | Year | Salary ($) | Awards ($) | Awards ($) | Compensation ($) | Compensation ($) (2) | Total ($) | |||||||||||||||||||||
Current | ||||||||||||||||||||||||||||
Robert Sarver | 2006 | 536,539 | 0 | 119,279 | 431,117 | 31,996 | 1,118,931 | |||||||||||||||||||||
President and Chief | ||||||||||||||||||||||||||||
Executive Officer | ||||||||||||||||||||||||||||
Dale Gibbons | 2006 | 260,000 | 0 | 67,815 | 110,500 | 11,228 | 449,543 | |||||||||||||||||||||
Executive Vice | ||||||||||||||||||||||||||||
President and Chief | ||||||||||||||||||||||||||||
Financial Officer | ||||||||||||||||||||||||||||
Merrill Wall | 2006 | 257,308 | 89,100 | 82,508 | 110,500 | 11,884 | 551,300 | |||||||||||||||||||||
Executive Vice | ||||||||||||||||||||||||||||
President and Chief | ||||||||||||||||||||||||||||
Administrative | ||||||||||||||||||||||||||||
Officer | ||||||||||||||||||||||||||||
James Lundy | 2006 | 225,000 | 0 | 94,508 | 67,500 | 35,621 | 422,629 | |||||||||||||||||||||
Executive Vice | ||||||||||||||||||||||||||||
President, Arizona | ||||||||||||||||||||||||||||
Administration | ||||||||||||||||||||||||||||
Duane Froeschle | 2006 | 200,000 | 0 | 52,118 | 60,000 | 5,177 | 317,295 | |||||||||||||||||||||
Executive Vice | ||||||||||||||||||||||||||||
President and Chief | ||||||||||||||||||||||||||||
Credit Officer | ||||||||||||||||||||||||||||
Former | ||||||||||||||||||||||||||||
Larry L. Woodrum | 2006 | 330,000 | 0 | 39,502 | 103,950 | 20,226 | 493,678 | |||||||||||||||||||||
Executive Vice | ||||||||||||||||||||||||||||
President, Nevada | ||||||||||||||||||||||||||||
Administration (1) |
(1) | Mr. Woodrum resigned as an executive officer of the Company effective July 1, 2006. He continues to serve as a director of the Company. He also serves as an officer (Vice Chairman) of Bank of Nevada, for which he is compensated by the bank. In connection with his resignation, Mr. |
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Woodrum forfeited his January 2006 stock option grant. If this award had not been forfeited, the amount shown in the option awards column for Mr. Woodrum would have been $72,365. | ||
(2) | The table below shows the components of this column, which include the premiums paid by the Company in 2006 with respect to life insurance for the benefit of an NEO and matching contributions made by the Company in 2006 on behalf of the NEO under the Western Alliance Bancorporation 401(k) Plan and/or to the Company’s Restoration Plan, and perquisites. |
Insurance | Matching | |||||||||||||||
Name | Premiums ($) | Contributions ($) | Perquisites ($) | Total ($) | ||||||||||||
Mr. Sarver | 1,015 | 30,981 | 31,996 | |||||||||||||
Mr. Gibbons | 1,015 | 10,213 | 11,228 | |||||||||||||
Mr. Wall | 1,015 | 10,869 | 11,884 | |||||||||||||
Mr. Lundy | 1,015 | 7,798 | 26,808 | (a) | 35,621 | |||||||||||
Mr. Froeschle | 1,015 | 4,162 | 5,177 | |||||||||||||
Mr. Woodrum | 1,015 | 13,110 | 6,101 | (b) | 20,226 |
(a) | Represents amounts paid by Alliance Bank of Arizona on behalf of Mr. Lundy for country club membership fees and dues. | |
(b) | Represents amounts paid by Bank of Nevada to Mr. Woodrum for a car allowance. |
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Options | Exercise | Total | ||||||||||||||||||||||||||
Awards: | or Base | Grant Date | ||||||||||||||||||||||||||
Number of | Price of | Fair | ||||||||||||||||||||||||||
Estimated Possible Payouts Under | Securities | Option | Value of | |||||||||||||||||||||||||
Non-Equity Incentive Plan Awards ($) | Underlying | Awards | Grant | Option | ||||||||||||||||||||||||
Name | Threshold | Target | Maximum | Options (#) | ($/Share) | Date | Awards ($) | |||||||||||||||||||||
Current | ||||||||||||||||||||||||||||
Robert Sarver | 88,000 | 550,000 | 660,000 | 35,000 | 29.00 | 1/17/06 | 334,600 | |||||||||||||||||||||
Dale Gibbons | 20,800 | 130,000 | 156,000 | 15,000 | 29.00 | 1/17/06 | 143,400 | |||||||||||||||||||||
Merrill Wall | 20,800 | 130,000 | 156,000 | 10,000 | 29.00 | 1/17/06 | 95,600 | |||||||||||||||||||||
James Lundy | 16,875 | 112,500 | 135,000 | 10,000 | 29.00 | 1/17/06 | 95,600 | |||||||||||||||||||||
Duane Froeschle | 15,000 | 100,000 | 120,000 | 10,000 | 29.00 | 1/17/06 | 95,600 | |||||||||||||||||||||
Former | ||||||||||||||||||||||||||||
Larry L. Woodrum | 24,750 | 165,000 | 198,000 | -0- | (1) | N/A | N/A | -0- |
(1) | Mr. Woodrum was granted options to purchase 15,000 shares in January 2006. However, he agreed to forfeit this grant when he resigned as an executive officer of the Company effective July 1, 2006. |
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Option Awards | ||||||||||||||||||||||||
Number of | Number of | Stock Awards | ||||||||||||||||||||||
Securities | Securities | Number of | Market Value | |||||||||||||||||||||
Underlying | Underlying | Shares or | of Shares or | |||||||||||||||||||||
Unexercised | Unexercised | Option | Option | Units of Stock | Units of Stock | |||||||||||||||||||
Options (#) | Options (#) | Exercise | Expiration | that Have Not | that Have Not | |||||||||||||||||||
Name | Exercisable | Unexercisable (1) | Price ($) | Date | Vested (#) | Vested ($) | ||||||||||||||||||
Current | ||||||||||||||||||||||||
Robert | 30,000 | 35,000 | 12.00 | 10/27/14 | ||||||||||||||||||||
Sarver | 0 | 35,000 | 29.00 | 1/17/13 | ||||||||||||||||||||
30,000 | 20,000 | 7.03 | 5/29/13 | |||||||||||||||||||||
Dale | 3,800 | 15,200 | 16.50 | 1/25/15 | ||||||||||||||||||||
Gibbons | 0 | 15,000 | 29.00 | 1/17/13 | ||||||||||||||||||||
Merrill | 15,000 | 60,000 | 16.50 | 1/25/15 | ||||||||||||||||||||
Wall (3) | 0 | 10,000 | 29.00 | 1/17/13 | 21,600 | 751,032 | ||||||||||||||||||
60,000 | 15,000 | 7.03 | 12/18/12 | |||||||||||||||||||||
James | 1,500 | 6,000 | 16.50 | 1/25/15 | ||||||||||||||||||||
Lundy | 0 | 10,000 | 29.00 | 1/17/13 | ||||||||||||||||||||
45,000 | 15,000 | 7.03 | 12/18/12 | |||||||||||||||||||||
Duane | 1,500 | 6,000 | 16.50 | 1/25/15 | ||||||||||||||||||||
Froeschle | 0 | 10,000 | 29.00 | 1/17/13 | ||||||||||||||||||||
Former | ||||||||||||||||||||||||
6,000 | 0 | 6.33 | 9/26/11 | |||||||||||||||||||||
Larry L. | 60,000 | 15,000 | 7.03 | 12/18/12 | ||||||||||||||||||||
Woodrum (3) | 3,800 | 15,200 | 16.50 | 1/25/15 | ||||||||||||||||||||
(1) | The options shown with an expiration date of January 17, 2013 were granted on January 17, 2006, have a seven-year term, and vest in equal 25% increments on the first, second, third and fourth anniversaries of the grant date. All other options have ten-year terms and vest in equal 20% increments on the first, second, third, fourth and fifth anniversaries of the grant date. | |
(2) | On December 31, 2006, Mr. Wall held a total of 27,000 shares of restricted common stock, with an aggregate fair market value on that date of $938,790. All of these shares were awarded in 2005. They will vest at a rate of 20% per year over five years, so long as Mr. Wall remains employed at the Company. Dividends, if any, will be paid on both vested and unvested shares. | |
(3) | Mr. Woodrum resigned as an executive officer of the Company effective July 1, 2006. His options continue to vest based on his service as an officer of Bank of Nevada. |
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Option Awards | Stock Awards | |||||||||||||||
Number of Shares | ||||||||||||||||
Acquired on | Value Realized on | Number of Shares | Value Realized on | |||||||||||||
Name | Exercise (#) | Exercises ($) | Acquired on Vesting (#) | Vesting ($) (1) | ||||||||||||
Current | ||||||||||||||||
Robert Sarver | -0- | N/A | -0- | N/A | ||||||||||||
Dale Gibbons | -0- | N/A | -0- | N/A | ||||||||||||
Merrill Wall | -0- | N/A | 5,400 | 178,416 | ||||||||||||
James Lundy | -0- | N/A | -0- | N/A | ||||||||||||
Duane Froeschle | -0- | N/A | -0- | N/A | ||||||||||||
Former | ||||||||||||||||
Larry L. Woodrum | -0- | N/A | -0- | N/A |
(1) | Amounts reflect the closing market value of the stock on the day the stock vested. |
Executive | Registrant | Aggregate | Aggregate | |||||||||||||
Contributions | Contributions | Earnings | Balance | |||||||||||||
Name | in 2006 ($) | in 2006 ($)(1) | in 2006 ($) | at 12/31/06 ($) | ||||||||||||
Current | ||||||||||||||||
Robert Sarver | 46,961 | 23,481 | 526 | 70,968 | ||||||||||||
Dale Gibbons | 5,427 | 2,714 | 61 | 8,202 | ||||||||||||
Merrill Wall | 6,738 | 3,369 | 75 | 10,182 | ||||||||||||
James Lundy | 4,238 | 2,119 | 47 | 6,404 | ||||||||||||
Duane Froeschle | -0- | -0- | -0- | -0- | ||||||||||||
Former | ||||||||||||||||
Larry L. Woodrum | 11,220 | 5,610 | 126 | 16,956 |
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(1) | Amounts in this column are also included in the Summary Compensation Table, in the All Other Compensation column, and as a portion of the Matching Contributions column in footnote (2) to that table. |
• | the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, | ||
• | a sale of all or substantially all of the assets of the Company to another person or entity, or | ||
• | any transaction, including a merger or reorganization in which the Company is the surviving entity, which results in any person or entity other than persons who are stockholders or affiliates immediately prior to the transaction owning 50% or more of the combined voting power of all classes of stock of the Company. |
• | In the case of restricted stock, equal to the formula or fixed price per share paid to holders of shares of the Company’s common stock in connection with the Corporate Transaction, or | ||
• | In the case of options, equal to the product of the number of shares of common stock subject to the option multiplied by the amount, if any, by which the formula or fixed price per share paid to holders pursuant to the Corporate Transaction exceeds the exercise price of the option. |
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Name | Value of Stock Options ($) | Value of Restricted Shares ($) | Total ($) | |||||||||
Current | -0- | |||||||||||
Robert Sarver | 998,900 | -0- | 998,900 | |||||||||
Dale Gibbons | 919,054 | -0- | 919,054 | |||||||||
Merrill Wall | 1,153,900 | 751,032 | 1,904,932 | |||||||||
James Lundy | 583,420 | -0- | 583,420 | |||||||||
Duane Froeschle | 583,420 | -0- | 583,420 | |||||||||
Former | ||||||||||||
Larry L. Woodrum | 693,804 | -0- | 693,804 |
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Fiscal Year 2006 ($) | Fiscal Year 2005 ($) | |||||||
Audit Fees | 1,288,000 | 595,000 | ||||||
Audit-Related Fees | 19,000 | 22,000 | ||||||
Tax Fees | 68,000 | 28,000 | ||||||
All Other Fees | 118,000 | -0- | ||||||
Total | 1,493,000 | 645,000 |
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Number of Shares | Percentage of | |||||||
Beneficial Owner (1) | Beneficially Owned | Common Stock (2) | ||||||
Paul Baker (3) | 308,005 | 1.14 | ||||||
Bruce Beach (4) | 18,847 | * | ||||||
William S. Boyd (5) | 760,671 | 2.81 | ||||||
Gary Cady (6) | 75,738 | * | ||||||
Duane Froeschle (7) | 224,902 | * | ||||||
Dale Gibbons (8) | 106,450 | * | ||||||
Arnold Grisham (9) | 22,500 | * | ||||||
Steven J. Hilton (10) | 248,005 | * | ||||||
Marianne Boyd Johnson (11) | 4,091,326 | 15.10 | ||||||
James Lundy (12) | 181,710 | * | ||||||
Cary Mack (13) | 109,247 | * | ||||||
Linda Mahan (14) | 72,359 | * | ||||||
George J. Maloof, Jr. | 87,103 | * | ||||||
Arthur Marshall (15) | 248,346 | * | ||||||
Todd Marshall (16) | 669,789 | 2.47 | ||||||
M. Nafees Nagy, M.D. (17) | 868,159 | 3.21 | ||||||
James Nave, D.V.M. (18) | 515,094 | 1.90 | ||||||
Robert G. Sarver (19) | 3,568,943 | 12.69 | ||||||
Donald D. Snyder (20) | 212,221 | * | ||||||
Merrill Wall (21) | 84,500 | * | ||||||
Larry L. Woodrum (22) | 76,000 | * | ||||||
All directors and executive officers as a group (21 persons) | 12,440,312 | 43.52 |
* | Less than one percent | |
(1) | In accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, a person is deemed to be the beneficial owner of any shares of common stock if such person has or shares voting power and/or investment power with respect to the shares, or has a right to acquire beneficial ownership at any time within 60 days from February 28, 2007. As used herein, “voting power” includes the power to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition of shares. Shares subject to outstanding stock options and warrants, which an individual has the right to acquire within 60 days of February 28, 2007 (“exercisable stock options” and “exercisable warrants,” respectively), are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class of stock owned by such individual or any group including such individual only. Beneficial ownership may be disclaimed as to certain of the securities. The business address of each of the executive officers and directors is 2700 West Sahara Avenue, Las Vegas, Nevada 89102, Telephone: (702) 248-4200. | |
(2) | Percentage calculated on the basis of 27,363,998 shares outstanding on February 28, 2007. |
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(3) | Share ownership includes 1,250 shares subject to exercisable stock options and 50,000 shares held by a family trust. | |
(4) | Share ownership includes 1,250 shares subject to exercisable stock options. | |
(5) | Share ownership includes 1,250 shares subject to exercisable stock options and 759,421 shares held by a trust. | |
(6) | Share ownership includes 24,475 shares subject to exercisable stock options. | |
(7) | Share ownership includes 50,500 shares subject to exercisable stock options, and 44,381 shares subject to exercisable warrants. Includes 5,000 shares which are pledged or held in a margin account | |
(8) | Share ownership includes 41,350 shares subject to exercisable stock options. Includes 106,450 shares which are pledged or held in a margin account. | |
(9) | Share ownership includes 7,500 shares subject to exercisable warrants. | |
(10) | Share ownership includes 5,650 shares subject to exercisable stock options, 68,274 shares subject to exercisable warrants, 32,433 shares held by a family trust, and 136,548 shares held by a limited liability company. | |
(11) | Share ownership includes 5,650 shares subject to exercisable stock options, 3,471,526 shares held by certain grantor retained annuity trusts, 301,422 shares held by two other trusts, and 240,718 shares held by a limited partnership. | |
(12) | Share ownership includes 65,500 shares subject to exercisable stock options. | |
(13) | Share ownership includes 5,650 shares subject to exercisable stock options, 10,000 shares held by a family trust, and 87,497 held by a limited liability company. | |
(14) | Share ownership includes 32,359 shares subject to exercisable stock options. | |
(15) | Share ownership includes 5,650 shares subject to exercisable stock options, and 235,196 shares held by a family trust. | |
(16) | Share ownership includes 5,650 shares subject to exercisable stock options, and 558,248 shares held by various trusts. | |
(17) | Share ownership includes 1,250 shares subject to exercisable stock options, 10,516 shares held by two trusts, and 826,029 shares held by a limited liability company (the “LLC”). | |
(18) | Share ownership includes 5,650 shares subject to exercisable stock options held by a grantor retained annuity trust, 176,110 shares held by a profit sharing plan, and 125,818 held by his daughter. | |
(19) | Share ownership includes: (i) 30,000 shares held by Mr. Sarver’s spouse over which he disclaims all beneficial ownership, (ii) 38,750 shares subject to exercisable stock options, (iii) 959,259 shares subject to exercisable warrants, (iv) 178,429 shares and 34,137 exercisable warrants held in a trust, (v) 166,022 shares held by a limited partnership, and (vi) 31,374 shares and 13,656 exercisable warrants held by a corporation. Includes 2,112,316 shares which are pledged or held in a margin account. | |
(20) | Share ownership includes 5,650 shares subject to exercisable stock options, and 95,182 shares held by two trusts. Includes 96,082 shares which are pledged or held in a margin account |
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(21) | Share ownership includes 32,500 shares subject to exercisable stock options. | |
(22) | Share ownership includes 42,600 shares subject to exercisable stock options. |
• | Cary Mack | ||
• | Arthur Marshall | ||
• | Todd Marshall | ||
• | M. Nafees Nagy, M.D. | ||
• | James E. Nave, D.V.M. |
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• | Restricted shares of common stock, which are shares of common stock subject to restrictions; | ||
• | Stock units, which are common stock units subject to restrictions; | ||
• | Unrestricted shares of common stock, which are shares of common stock issued at no cost or for a purchase price determined by the compensation committee which are free from any restrictions under the equity incentive plan; | ||
• | Dividend equivalent rights, which are rights entitling the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of shares of common stock; | ||
• | Stock appreciation rights, which are a right to receive a number of shares or, in the discretion of the committee, an amount in cash or a combination of shares and cash, based on the increase in the fair market value of the shares underlying the right during a stated period specified by the compensation committee; and |
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• | Performance and annual incentive awards, ultimately payable in common stock or cash, as determined by the compensation committee. The compensation committee may grant multi-year and annual incentive awards subject to achievement of specified goals tied to business criteria (described below). The committee may specify the amount of the incentive award as a percentage of these business criteria, a percentage in excess of a threshold amount or as another amount which need not bear a strictly mathematical relationship to these business criteria. The compensation committee may modify, amend or adjust the terms of each award and performance goal. |
• | Total stockholder return; | ||
• | Total stockholder return as compared to total return of a known index; | ||
• | Net income; | ||
• | Pretax earnings; | ||
• | Earnings before interest expense, taxes, depreciation and amortization; | ||
• | Pretax operating earnings after interest expense and before bonuses, service fees and extraordinary or special items; | ||
• | Operating margin; | ||
• | Earnings per share; | ||
• | Return on equity; | ||
• | Return on capital; | ||
• | Return on investment | ||
• | Operating earnings; | ||
• | Working capital; | ||
• | Ratio of debt to stockholders’ equity; and | ||
• | Revenue. |
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Weighted-average | ||||||||||||
Number of shares to be | exercise price of | Number of shares | ||||||||||
issued upon exercise of | outstanding | remaining available for | ||||||||||
outstanding options, | options, warrants | future issuance under | ||||||||||
Plan Category | warrants and rights | and rights ($) | equity compensation plans | |||||||||
Equity compensation plans approved by security holders | 2,196,342 | 13.94 | 334,533 | |||||||||
Equity compensation plans not approved by security holders | N/A | N/A | N/A | |||||||||
Total | 2,196,342 | 13.94 | 334,533 |
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BOARD OF DIRECTORS
CHAIRMAN OF THE BOARD
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2007 PROXY STATEMENT
TO
ITEM 2. AMENDMENT TO 2005 STOCK INCENTIVE PLAN
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(as amended on January 23, 2007)
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ANNUAL MEETING OF STOCKHOLDERS OF
WESTERN ALLIANCE BANCORPORATION
your proxy card in the
envelope provided as soon
as possible.
êPlease detach along perforated line and mail in the envelope provided.ê
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx
1. | Election of Directors: |
NOMINEES: | ||||||
o | FOR ALL NOMINEES | m m | Cary Mack Ross Ireland | |||
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | m m | Arthur Marshall Todd Marshall | |||
o | FOR ALL EXCEPT (See instructions below) | m m | M. Nafees Nagy James E. Nave |
| ||
INSTRUCTIONS: | To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:l |
| ||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
FOR | AGAINST | ABSTAIN | ||||||
2. | Approve Amendment to the Company’s 2005 Stock Incentive Plan increasing maximum number of shares of stock available for issuance by 1,246,156 shares to 4,500,000 shares. | o | o | o | ||||
This proxy, when properly executed, will be voted in accordance with the directions of the undersigned. If no instruction to the contrary is given, this proxy will be voted “FOR” the election of the nominees for Directors listed in Proposal 1 and “FOR” Proposal 2. If any other business is presented at the Annual Meeting, this proxy will be voted in accordance with the determination of a majority of the Board of Directors. |
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 18, 2007
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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PROXY VOTING INSTRUCTIONS |
COMPANY NUMBER | |||||
ACCOUNT NUMBER | |||||
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE.x
1. | ELECTION OF DIRECTORS: | ||||||
NOMINEES: | |||||||
o | FOR ALL NOMINEES | m m | Cary Mack Arthur Marshall | ||||
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | m m m | Todd Marshall M. Nafees Nagy James E. Nave | ||||
o | FOR ALL EXCEPT (See instructions below) |
INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here:l | ||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o | ||
FOR | AGAINST | ABSTAIN | ||||||
2. | Approve Amendment to the Company’s 2005 Stock Incentive Plan increasing maximum number of shares of stock available for issuance by 1,246,156 shares to 4,500,000 shares. | o | o | o | ||||
This proxy, when properly executed, will be voted in accordance with the directions of the undersigned. If no instruction to the contrary is given, this proxy will be voted “FOR” the election of the nominees for Directors listed in Proposal 1 and “FOR” Proposal 2. If any other business is presented at the Annual Meeting, this proxy will be voted in accordance with the determination of a majority of the Board of Directors. |
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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PROXY VOTING INSTRUCTIONS |
COMPANY NUMBER | |||||
ACCOUNT NUMBER | |||||
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE.x
1. | Election of Directors: | ||||||
NOMINEES: | |||||||
o | FOR ALL NOMINEES | m m | Cary Mack Arthur Marshall | ||||
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | m m m | Todd Marshall M. Nafees Nagy James E. Nave | ||||
o | FOR ALL EXCEPT (See instructions below) |
INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here:l | ||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o | ||
FOR | AGAINST | ABSTAIN | ||||||
2. | Approve Amendment to the Company’s 2005 Stock Incentive Plan increasing maximum number of shares of stock available for issuance by 1,246,156 shares to 4,500,000 shares. | o | o | o | ||||
This proxy, when properly executed, will be voted in accordance with the directions of the undersigned. If no instruction to the contrary is given, this proxy will be voted “FOR” the election of the nominees for Directors listed in Proposal 1 and “FOR” Proposal 2. If any other business is presented at the Annual Meeting, this proxy will be voted in accordance with the determination of a majority of the Board of Directors. |
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 18, 2007
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Confidential Voting Instructions
To Charles Schwab Trust Co., Trustee
(Continued and to be signed on the reverse side.) | 14475 |