PACIFIC PREMIER BANCORP INC0001028918false00010289182022-08-012022-08-01
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
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| Date of Report (Date of earliest event reported) | August 1, 2022 | (July 29, 2022) |
| PACIFIC PREMIER BANCORP, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 0-22193 | 33-0743196 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (949) 864-8000
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 | | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share | | PPBI | | NASDAQ Global Select Market |
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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On July 29, 2022, the Board of Directors of Pacific Premier Bancorp, Inc. (the “Company”), upon the recommendation of its Nominating and Governance Committee, approved the appointment of Ms. Stephanie Hsieh as a member of the Company’s Board of Directors. Ms. Hsieh will also serve on the Board of Directors of Pacific Premier Bank, the Company’s wholly-owned bank subsidiary (the “Bank”), with both appointments effective July 29, 2022.
Ms. Hsieh is considered an independent director under the applicable Securities and Exchange Commission and NASDAQ rules. She will be subject to re-election at the Company’s annual meeting of stockholders to be held in 2023.
Ms. Hsieh has accepted an appointment to serve initially as a member of the Company’s Compensation and Enterprise Risk Committees.
There are no transactions that would be required to be reported under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Ms. Hsieh and any other person pursuant to which she was selected as director. Ms. Hsieh will receive the same compensation as currently paid to the Company’s and the Bank’s other board members.
In connection with Ms. Hsieh’s appointment to the Company’s Board of Directors (the “Board”) and the Bank’s Board of Directors (the “Bank Board”) and in accordance with the Company’s Amended and Restated Bylaws and the Bank’s Amended and Restated Bylaws, the Board and the Bank Board, respectively, each were expanded from eleven (11) directors to twelve (12) directors.
Item 7.01 Regulation FD Disclosure
A copy of the press release issued by the Company on August 1, 2022 regarding the director appointment described in Item 5.02 above is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Information contained herein, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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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| | PACIFIC PREMIER BANCORP, INC. |
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| Dated: | August 1, 2022 | By: | /s/ STEVEN R. GARDNER |
| | | | Steven R. Gardner |
| | | | Chairman, President, and Chief Executive Officer |
Exhibit 99.1
Pacific Premier Bancorp Announces Addition to Board of Directors
Irvine, California, August 1, 2022 - Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (“Pacific Premier”), the holding company of Pacific Premier Bank (the “Bank,” and together with Pacific Premier, the “Company”) announced today the appointment of Stephanie Hsieh as a director of both Pacific Premier and the Bank, effective as of July 29, 2022.
“We are excited to add Stephanie to our Board of Directors,” said Steve Gardner, Chairman, Chief Executive Officer and President of Pacific Premier. “Stephanie brings nearly 30 years of experience in the highly-regulated biopharmaceutical and biotechnology industries. Her impressive skillset includes executive management, enterprise risk management, corporate strategy, legal and regulatory expertise, intellectual property and entrepreneurship. Her unique background will diversify and enhance the skills and perspectives represented on our Board, which we believe is essential for effective strategic planning and value creation for all of our stakeholders.”
Ms. Hsieh is independent pursuant to applicable NASDAQ rules and has no material relationship with the Company or the Bank. Ms. Hsieh has accepted appointments to serve initially on the Compensation and Enterprise Risk Committees of Pacific Premier’s Board of Directors.
Stephanie Hsieh
Ms. Hsieh joined Biocom California, the state’s leading non-profit trade association for the life science industry, as Executive Director of the Los Angeles region in 2020. Prior to Biocom California, she co-founded Meditope Biosciences, Inc., a privately-held, preclinical-stage oncology company, where she served as CEO from 2012 to 2020 and where she currently serves as a non-executive director. Ms. Hsieh began her career as an intellectual property attorney, specializing in patent prosecution and litigation, and actively practiced law for a combined fifteen years. She served in a variety of legal and business roles in the biotechnology and biopharmaceutical industries, including as a senior executive at Impax Laboratories, Inc. from 2007 to 2011.
Ms. Hsieh currently serves on the Board of Directors of Meditope Biosciences, Inc. and Sydecar, Inc., a financial technology company. In addition, she is active in the community, currently serving on the Boards of Directors of Girls, Inc., the Forsyth Institute, as Chair of the Wellesley Business Leadership Council, and on the Wellesley College Alumnae Association Board.
Ms. Hsieh graduated magna cum laude and Phi Beta Kappa from Wellesley College, as a Harlan Fiske Stone Scholar from the Columbia University School of Law, and holds a master’s degree in business administration from Stanford University’s Graduate School of Business.
About Pacific Premier Bancorp, Inc.
Pacific Premier Bancorp, Inc. (Nasdaq: PPBI) is the parent company of Pacific Premier Bank, a California-based commercial bank focused on serving small, middle-market, and corporate businesses throughout the western United States in major metropolitan markets in California, Washington, Oregon, Arizona, and Nevada. Founded in 1983, Pacific Premier Bank has grown to become one of the largest banks headquartered in the western region of the United States, with approximately $22 billion in total assets. Pacific Premier Bank provides banking products and services, including deposit accounts, digital banking, and treasury management services, to businesses, professionals, entrepreneurs, real estate investors, and nonprofit organizations. Pacific Premier Bank also offers a wide array of loan products, such as commercial business loans, lines of credit, SBA loans, commercial real estate loans, agribusiness loans, franchise lending, home equity lines of credit, and construction loans. Pacific Premier Bank offers commercial escrow services and facilitates 1031 Exchange transactions through its Commerce Escrow division. Pacific Premier Bank offers clients IRA custodial services through its Pacific Premier Trust division, which has over $17 billion of assets under custody. Additionally, Pacific Premier Bank provides nationwide customized banking solutions to Homeowners’ Associations and Property Management companies. Pacific Premier Bank is an Equal Housing Lender and Member FDIC. For additional information about Pacific Premier Bancorp, Inc. and Pacific Premier Bank, visit our website: www.ppbi.com.
Contact:
Pacific Premier Bancorp, Inc.
Steven R. Gardner
Chairman, President and Chief Executive Officer
(949) 864-8000
Ronald J. Nicolas, Jr.
Senior Executive Vice President and Chief Financial Officer
(949) 864-8000