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): JULY 26, 2006
UNIONBANCAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 001-15081 94-1234979
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
400 California Street
SAN FRANCISCO, CA 94104-1302
(Address of principal executive offices) (Zip Code)
TEL. (415) 765-2969
Registrant's telephone number, including area code
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))
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 26, 2006, Murray H. Dashe and Mohanbir S. Gyani, new
non-employee directors of UnionBanCal Corporation, received grants of restricted
stock units under the Year 2000 UnionBanCal Corporation Management Stock Plan
(the "Plan") equal to $110,000 as calculated based on the Fair Market Value (as
defined in the Plan) of UnionBanCal common stock as of July 26, 2006. These
grants of restricted stock units consist of a Regular Grant and an Initial Grant
(as such terms are defined in the form of restricted stock unit agreement), each
equal to $55,000 as calculated based on the Fair Market Value of UnionBanCal
common stock on July 26, 2006, which shall vest as follows: the Regular Grant
shall vest in full on the first anniversary of the date of grant, and the
Initial Grant shall vest in equal 1/3 installments on each of the first three
anniversaries of the date of grant. The form of restricted stock unit agreement
for new non-employee directors of UnionBanCal Corporation was filed as an
exhibit to UnionBanCal Corporation's July 1, 2006 Form 8-K.
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(d) ELECTION OF DIRECTORS.
Effective July 26, 2006, Murray H. Dashe was elected a Director of
UnionBanCal Corporation and a Director of Union Bank of California, N.A. and a
member of the Board's Audit Committee and Corporate Governance Committee. Mr.
Dashe, 64, is retired from Cost Plus, Inc., where he served as Chairman, CEO and
President from February 1998 to March 2005. Mr. Dashe is a Director of Longs
Drug Stores Corporation.
Effective July 26, 2006, Mohanbir S. Gyani was elected a Director of
UnionBanCal Corporation and a Director of Union Bank of California, N.A. and a
member of the Board's Executive Compensation & Benefits Committee and Finance &
Capital Committee. Mr. Gyani, 55, has been Vice Chairman of Roamware, Inc., a
provider of voice and data roaming solutions, since December 2005, where he
served as CEO & Chairman from May 2005 to December 2005. Prior to this, Mr.
Gyani served as President and CEO of AT&T Wireless Mobility Services from March
2000 to January 2003 and Senior Advisor of AT&T Wireless Group from January 2003
to December 2004. Mr. Gyani is a Director of Safeway, Inc., Keynote Systems
Incorporated and SiRF Technology Holdings, Inc.
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.
Dated: July 26, 2006
UNIONBANCAL CORPORATION
By: /s/ JOHN H. MCGUCKIN, JR.
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John H. McGuckin, Jr.
EVP, GENERAL COUNSEL & SECRETARY
(DULY AUTHORIZED OFFICER)