Item 5.07 Submission of Matters to a Vote of Security Holders. On May 14, 2020, Banc of California, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting"). As of March 16, 2020, the record date for the 2020 Annual Meeting, there were 49,800,219 shares of the Company's voting common stock outstanding. At the 2020 Annual Meeting, there were present, either by remote communication or by proxy, the holders of 47,436,448 shares of the Company's voting common stock, which constituted a quorum to conduct business. The results of the items voted on at the 2020 Annual Meeting are as follows: Proposal I Election of the ten director nominees, each for a term of one year: In an uncontested election, which the following elections were, the Company's directors are elected by a majority of the votes cast. Accordingly, the following ten director nominees were elected, each for a term of one year:


                                                                  Broker
        Nominee               For        Against     Abstain     Non-Vote
James A. "Conan" Barker   43,840,771      198,163     17,750    3,379,764
Mary A. Curran            43,899,257      142,587     14,840    3,379,764
B.A. Fallon-Walsh         43,393,445      647,331     15,908    3,379,764
Bonnie G. Hill            43,662,846      378,998     14,840    3,379,764
Richard J. Lashley        43,862,796      179,976     13,912    3,379,764
Jonah F. Schnel           42,372,384    1,668,861     15,439    3,379,764
Robert D. Sznewajs        43,636,772      404,482     15,430    3,379,764
Andrew Thau               43,799,164      241,412     16,108    3,379,764
Jared M. Wolff            43,885,193      155,400     16,091    3,379,764
W. Kirk Wycoff            43,636,192      402,764     17,728    3,379,764

Proposal II Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020: The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved with the following vote:


    For       Against    Abstain      Broker
                                     Non-Vote
46,939,671    484,485     12,292            0

Proposal III An advisory (non-binding) vote to approve the compensation paid to our named executive officers, as disclosed in the Company's proxy statement for the Annual Meeting: The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved with the following vote:


    For        Against     Abstain    Broker
                                      Non-Vote
36,733,292    7,257,896     65,496   3,379,764







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