0001212545FALSE00012125452026-06-102026-06-100001212545us-gaap:CommonStockMember2026-06-102026-06-100001212545us-gaap:NoncumulativePreferredStockMember2026-06-102026-06-10
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): June 10, 2026
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-32550 | | 88-0365922 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
One E. Washington Street, Phoenix, Arizona 85004
(Address of principal executive offices) (Zip Code)
(602) 389-3500
(Registrant's telephone number, including area code)
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:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 Par Value | | WAL | | New York Stock Exchange |
Depositary Shares, Each Representing a 1/400th Interest in a Share of 4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A | | WAL PrA | | New York Stock Exchange |
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 10, 2026, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of the Company’s common stock, par value of $0.0001 per share, voted in person or by proxy at the Annual Meeting was 98,091,907 representing 90.3% of the 108,671,534 shares outstanding and entitled to vote at the Annual Meeting. The Company's stockholders: elected all of the thirteen nominees for director; approved the non-binding advisory vote on executive compensation; and ratified the appointment of RSM US LLP as the Company's independent auditor for the fiscal year ending December 31, 2026. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
Proposal 1 Election of Directors
The Company’s stockholders elected thirteen directors to each serve for a one-year term expiring in 2027. The voting results were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
| Bruce D. Beach | | 88,839,363 | | | 1,765,730 | | | 60,031 | | | 7,426,783 | |
| Juan R. Figuereo | | 89,581,111 | | | 1,019,494 | | | 64,519 | | | 7,426,783 | |
| Greta Guggenheim | | 90,399,965 | | | 211,892 | | | 53,267 | | | 7,426,783 | |
| Christopher A. Halmy | | 89,557,996 | | | 1,050,465 | | | 56,663 | | | 7,426,783 | |
| Mary Chris Jammet | | 90,175,991 | | | 431,463 | | | 57,670 | | | 7,426,783 | |
| Marianne Boyd Johnson | | 88,182,126 | | | 2,362,811 | | | 120,187 | | | 7,426,783 | |
| Robert P. Latta | | 88,982,021 | | | 1,618,875 | | | 64,228 | | | 7,426,783 | |
| Anthony T. Meola | | 90,406,134 | | | 201,025 | | | 57,965 | | | 7,426,783 | |
| Dr. Michael Papay | | 90,313,828 | | | 294,902 | | | 56,394 | | | 7,426,783 | |
| Bryan K. Segedi | | 90,356,458 | | | 251,709 | | | 56,957 | | | 7,426,783 | |
| Donald D. Snyder | | 85,888,286 | | | 4,707,822 | | | 69,016 | | | 7,426,783 | |
| Clarke Starnes III | | 90,366,435 | | | 241,639 | | | 57,050 | | | 7,426,783 | |
| Kenneth A. Vecchione | | 89,283,829 | | | 1,315,228 | | | 66,067 | | | 7,426,783 | |
Proposal 2 Advisory (Non-Binding) Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, executive compensation. The voting results were as follows:
| | | | | | | | | | | | | | | | | | | | |
| VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
| 86,377,579 | | 4,148,326 | | 139,219 | | 7,426,783 | |
Proposal 3 Ratification of Auditor
The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026. The voting results were as follows:
| | | | | | | | | | | | | | | | | | | | |
| VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
| 96,759,728 | | 1,009,265 | | 322,914 | | — |
Item 9.01 Financial Statements and Exhibits
The following exhibits are being filed herewith:
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | | | | | | |
| | WESTERN ALLIANCE BANCORPORATION |
| (Registrant) |
| | |
| | |
| /s/ Vishal Idnani | |
| | |
| Vishal Idnani | |
| Chief Financial Officer |
| | |
| | |
| | |
| Date: | June 11, 2026 | |