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): November 2, 2019
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
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| 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:
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| 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 |
| 6.25% Subordinated Debentures due 2056 | | WALA | | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2019, Western Alliance Bancorporation (the “Company”) and its subsidiaries entered into a Separation and Release of Claims Agreement (the “Separation Agreement”) with James Haught, former President and Chief Operating Officer of the Company, in connection with his previously announced departure.
Pursuant to the Separation Agreement, (i) Mr. Haught will be entitled to receive a lump sum payment of $1,500,000, less applicable taxes and withholdings and (ii) Mr. Haught acknowledged satisfaction of all other amounts owed to him by the Company and granted the Company a general release of liabilities and claims.
Pursuant to the terms of the Separation Agreement, Mr. Haught may revoke his agreement to enter into the Separation Agreement for seven days following its execution. If Mr. Haught exercises his revocation right, he will forfeit his right to receive the lump sum payment under the Separation Agreement.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which will be filed with the Company’s next periodic report.
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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| | WESTERN ALLIANCE BANCORPORATION |
| | (Registrant) |
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| | /s/ Dale Gibbons | |
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| | Dale Gibbons | |
| | Executive Vice President and |
| | Chief Financial Officer |
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| Date: | November 4, 2019 | |
