East West Bancorp Inc

The proposal asks shareholders to approve an amendment and restatement of the Company’s 2021 Stock Incentive Plan to add 3,000,000 shares to the plan’s share reserve and to make several technical and clarifying amendments (e.g., conforming references to Section 162(m), clarifying Section 409A applicability, and adding compliance and electronic delivery provisions). Management is pursuing shareholder approval because the Company has relied on equity awards—particularly performance-based restricted stock units—to attract, retain and incentivize employees and executives; with a limited remaining share reserve (3,097,839 shares available as of December 31, 2025) and an average historical annual grant rate of ~632,437 shares over the past five years, the plan could be exhausted without shareholder approval. The Board recommends a “FOR” vote, arguing equity awards are integral to competitive compensation, align employee and stockholder interests, and support long-term performance. The plan retains customary governance safeguards: per-participant annual limits (1,000,000 shares for performance awards; 100,000 for non-employee directors), prohibition on repricing without shareholder approval, and anti-dilution adjustments. The proposal has regulatory and accounting implications (e.g., Section 409A and Section 422 considerations for ISOs) and may be scrutinized by institutional investors concerned about dilution and pay-for-performance linkages; management counters by citing the Company’s strong performance metrics (ROA and ROE above peers, record loan and deposit growth) and the Compensation Committee’s compensation philosophy and performance metrics. If approved, the Company intends to register the additional shares on Form S-8. Key risks include potential dilution and the anti-takeover features (acceleration upon Change of Control) which some governance-focused investors might scrutinize.

This management proposal requests shareholder approval to adopt a new Section 423-qualified Employee Stock Purchase Plan with a 1,000,000 share reserve, six-month offering periods (commencing around April 1 and October 1), a 90% exercise price (i.e., 10% discount at exercise date), and employee contribution limits (1%–25% of pay) subject to the statutory $25,000 annual accrual limit. The plan is designed to broaden employee ownership and aid recruitment and retention, and the Board recommends a “FOR” vote emphasizing alignment of employee and shareholder interests. The plan has standard Section 423 protections and administrative provisions, including pro rata allocations if shares run out, eligibility limitations, and customary tax and withholding mechanics. Investors will evaluate the ESPP for dilution (1,000,000 shares initial reserve) and whether its design encourages participation across the workforce; management argues the program supports retention and engagement. The Company will register the shares on Form S-8 if the ESPP is approved, and the Administrator (Compensation Committee) has discretion to adopt subplans or local terms for participants outside the U.S.