Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Appointment of New Directors
OnMay 26, 2022 , following the 2022 Annual Meeting of Stockholders (the "Annual Meeting") ofEast West Bancorp, Inc. (the "Company") described in Item 5.07 below, the Company's Board of Directors appointedSerge Dumont and Dr.Sabrina Kay as directors of the Company, effective immediately.Mr. Dumont andDr. Kay were also appointed to the Board of Directors of the Company's wholly owned subsidiary,East West Bank .Mr. Dumont andDr. Kay will initially be assigned to the Nominating/Corporate Governance Committee and theCompensation and Management Development Committee , respectively, of the Company's Board of Directors.Mr. Dumont andDr. Kay will receive cash and equity compensation in accordance with the Company's non-employee director compensation program described in the Company's definitive proxy statement (the "2022 Proxy Statement") for the Annual Meeting, which was filed with theSecurities and Exchange Commission onApril 13, 2022 . There are no arrangements or understandings betweenMr. Dumont orDr. Kay and any other person pursuant to whichMr. Dumont orDr. Kay were selected as directors, and there are no transactions in which the Company is a party and in whichMr. Dumont orDr. Kay has a material interest that would be subject to disclosure under Item 404(a) of Regulation S-K.
Retirement of Director
OnMay 26, 2022 , following her election to the Company's Board of Directors, as set forth in Item 5.07 below,Iris S. Chan notified the Company of her decision to retire from the Company's Board of Directors, effective immediately.Ms. Chan's decision to retire is not the result of any disagreement with the Company. The Company and the Board of Directors are deeply grateful forMs. Chan's dedication and contributions to the Company during her tenure as director. With the appointments ofMr. Dumont andDr. Kay and the retirement ofMs. Chan , the Company will have ten directors, nine of whom are independent, includingMr. Dumont andDr. Kay .
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The Bylaws include, among other things, (i) additional procedural and information requirements for stockholders to request a special meeting of the stockholders or to submit director nominations or stockholder proposals, including that advance notice of stockholder nominations and proposals be provided no earlier than 120 days and no later than 90 days prior to the anniversary of the previous year's annual meeting, (ii) modifications with respect to the conduct of stockholder and director meetings, (iii) an updated voting standard, for matters other than the election of directors, providing that abstentions will not have any effect on the outcome of votes, and to expressly provide that votes may be cast "against" the election of directors, (iv) a forum selection provision designating theCourt of Chancery of the State of Delaware (or, if such court does not have jurisdiction, theSuperior Court of the State of Delaware or, if theSuperior Court of the State of Delaware does not have jurisdiction, theUnited States District Court for the State of Delaware ) as the exclusive forum for certain actions and claims, and designating federal district courts as the exclusive forum for complaints asserting a cause of action under the Securities Act of 1933 and (v) clerical, conforming and clarifying changes. The description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting onMay 26, 2022 . At the Annual Meeting, the Company's stockholders considered three proposals, each of which was described in more detail in the 2022 Proxy Statement. There were 123,618,952 shares of common stock represented at the Annual Meeting in person or by valid proxies, which was approximately 86.90% of the shares of common stock entitled to vote at the Annual Meeting. The final results of the voting for each matter submitted to a vote of stockholders at the Annual Meeting are as set forth below. --------------------------------------------------------------------------------
Proposal 1: Election of Directors
The Company's stockholders elected the nine director nominees named in the 2022 Proxy Statement for a one-year term until the 2023 annual meeting of stockholders and to serve until his or her successor is elected and qualified. The voting results were as follows: Votes Cast For Votes Against Votes Abstained Broker Non-Votes Manuel P. Alvarez 117,791,727 110,889 351,319 5,365,017 Molly Campbell 116,623,912 1,288,432 341,591 5,365,017 Iris S. Chan 116,872,829 1,196,447 184,659 5,365,017 Archana Deskus 116,922,300 990,063 341,572 5,365,017 Rudolph I. Estrada 115,534,165 2,477,713 242,057 5,365,017 Paul H. Irving 114,095,546 3,746,378 412,011 5,365,017 Jack C. Liu 114,334,895 3,680,425 238,615 5,365,017 Dominic Ng 112,817,017 5,177,265 259,653 5,365,017 Lester M. Sussman 117,545,299 522,174 186,462 5,365,017
Proposal 2: Advisory Vote to Approve Executive Compensation
The advisory vote to approve the Company's executive compensation for 2021 was approved by the Company's stockholders by the vote set forth in the table below. Votes Cast For Votes Against Votes Abstained Broker Non-Votes 115,238,060 2,825,788 190,087 5,365,017 (97.45% of the votes cast)
Proposal 3: Ratification of Auditors
The Company's stockholders ratified the appointment of
Votes Cast For Votes Against Votes Abstained Broker Non-Votes 123,055,138 406,123 157,691 - (99.54% of the votes cast)
No other matters were submitted for stockholder action.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 3.1 Amended and Restated Bylaws ofEast West Bancorp, Inc. 104 Cover Page Interactive Data (embedded within the
Inline XBRL document).
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