Banc Of California Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten director nominees named in the proxy statement, each for a one-year term.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

3. 3

   Advisory Approval of Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve compensation paid to named executive officers as disclosed in the proxy statement.

4. 4

   Approval of Second Amended and Restated 2018 Omnibus Stock Incentive Plan

   ManagementBoard: FOR

   Approve the Company’s Second Amended and Restated 2018 Omnibus Stock Incentive Plan to increase share reserve by 2.2 million, establish cash-denominated director limits, and make immaterial changes.

   More detail

   The proposal requests stockholder approval of the Company’s Second Amended and Restated 2018 Omnibus Stock Incentive Plan (Second A&R 2018 Plan). Management seeks approval to increase the share reserve by 2.2 million shares to maintain sufficient capacity for equity awards given projected usage and to add cash-denominated limits on non-employee director compensation. The plan retains standard governance features—minimum one-year vesting with a 5% carve-out, double-trigger change-in-control protections, no evergreen provision, and prohibitions on repricing without stockholder approval. Management argues the increase is necessary to avoid running out of shares based on current grant practices and to continue attracting and retaining talent, while maintaining alignment with stockholders by using performance-based awards and reasonable dilution assumptions. The board recommends a FOR vote, noting historical equity usage, burn rate, and that the requested shares are expected to cover approximately two to three years of grants under current practices; they also explain safeguards against excessive dilution and describe plan governance, tax and Section 409A compliance, and NYSE approval requirements. The board’s recommendation is grounded in the need to preserve the company’s ability to make long-term incentive awards critical to retention and performance, while balancing dilution and maintaining shareholder alignment through performance-contingent awards and limits on director compensation.

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When is the Banc Of California Inc 2026 annual meeting?

Banc Of California Inc (BANC) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Banc Of California Inc 2026 meeting?

The record date for the Banc Of California Inc 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Banc Of California Inc's 2026 meeting?

The board is presenting 10 director nominees at the Banc Of California Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Banc Of California Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Banc Of California Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.