Item 8.01 Other Events.
On September 27, 2021, Banc of California, Inc. (the "Company") entered into an
Amended Corrected Stipulation and Agreement of Settlement (the "Stipulation of
Settlement") to resolve the previously disclosed stockholder derivative action
commenced nominally on behalf of the Company against the individual defendants
entitled In re Banc of California, Inc. Stockholder Derivative Litigation (lead
case no. 8:19-cv-621-DMG-DFMx). The United States District Court for the Central
District of California (the "Court") also issued an order (the "Preliminary
Order") granting preliminary approval of the proposed settlement, which requires
only governance changes by the Company and does not contain a monetary component
except for a potential award of attorneys' fees, which will be paid by
defendants' insurance carriers. The Preliminary Order set December 17, 2021, at
10:00 a.m. as the hearing date and time for the final approval of the terms of
the Stipulation of Settlement.
As required by the Preliminary Order, the Company is filing the Stipulation of
Settlement and the Notice of Pendency and Proposed Settlement of Stockholder
Derivative Action (the "Notice") with this Current Report on Form 8-K, copies of
which are attached hereto as Exhibits 99.1 and 99.2, respectively, and
incorporated herein by reference. The Notice describes, among other things, the
background of the claims and the settlement and provides that any objections to
the settlement must be made by stockholders of the Company on or before November
19, 2021 in the manner described in the Notice. In accordance with the
Preliminary Order, a summary of the Notice will be published in the national
edition of Investor's Business Daily, and this Current Report, with attachments,
will also be published on the Company's website, each as an additional form of
notice to the Company's stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Amended Corrected Stipulation and Agreement of Settlement, dated September 27,
2021
99.2 Notice of Pendency and Proposed Settlement of Stockholder Derivative Action
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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