Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 11, 2020, the stockholders of Western Alliance Bancorporation (the
"Company") approved the amendment and restatement of the Company's 2005 Stock
Incentive Plan (the "Plan") as described in Item 5.07 below. The Company's Board
of Directors previously had approved the amendment and restatement of the Plan,
subject to shareholder approval.
The description of the amended and restated Plan contained in Proposal 3 of the
Company's Definitive Proxy Statement on Schedule 14A, which was filed with the
Securities and Exchange Commission ("SEC") on April 27, 2020, as supplemented by
the Company's proxy statement supplement filed with the SEC on June 1, 2020, is
incorporated by reference herein. Such description is qualified in its entirety
by reference to the complete text of the amended and restated Plan, which is
incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07.  Submission of Matters to a Vote of Security Holders.
On June 11, 2020, 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 92,251,064, representing 91.37% of the 100,954,498 shares outstanding and
entitled to vote at the Annual Meeting. All matters voted upon at the Annual
Meeting were approved with the required votes. 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 fourteen directors to each serve for a
one-year term expiring in 2021. The voting results were as follows:
                         VOTES FOR    VOTES AGAINST    ABSTENTIONS    BROKER NON-VOTES
Bruce Beach             84,413,476        1,694,405         62,417           6,080,766
Juan Figuereo           85,939,590          159,440         71,268           6,080,766
Howard N. Gould         85,303,890          795,089         71,319           6,080,766
Steven J. Hilton        85,342,799          747,988         79,511           6,080,766
Marianne Boyd Johnson   84,379,146        1,702,877         88,275           6,080,766
Robert P. Latta         85,764,453          332,867         72,978           6,080,766
Todd Marshall           84,692,224        1,388,637         89,437           6,080,766
Adriane McFetridge      85,871,516          201,954         96,828           6,080,766
Michael Patriarca       85,865,967          233,957         70,374           6,080,766
Robert Gary Sarver      85,225,269          880,134         64,895           6,080,766
Bryan Segedi            85,938,129          150,040         82,129           6,080,766
Donald D. Snyder        84,054,315        2,040,634         75,349           6,080,766
Sung Won Sohn, Ph.D.    85,868,521          221,886         79,891           6,080,766
Kenneth A. Vecchione    85,425,467          697,280         47,551           6,080,766

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 83,812,633 2,222,535 135,130 6,080,766

--------------------------------------------------------------------------------

Proposal 3 Equity Plan Amendment The Company's stockholders approved the amendment and restatement of the 2005 Stock Incentive Plan to increase the number of shares of the Company's common stock available for issuance thereunder, extend the termination date of the plan to 2030, and make certain other changes. The voting results were as follows: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 83,492,038 2,666,391 11,869 6,080,766




Proposal 4 Ratification of Auditor
The Company's stockholders ratified the appointment of RSM US LLP as the
Company's independent auditors for the fiscal year ending December 31, 2020. The
voting results were as follows:
VOTES FOR    VOTES AGAINST   ABSTENTIONS   BROKER NON-VOTES
89,884,237     2,343,139       23,688             -


Item 9.01.  Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit No.   Description
   10.1       Western Alliance Bancorporation 2005 Stock Incentive Plan (as amended
              and restated effective April 15, 2020) (incorporated by reference to
              Exhibit 10.1 of the Company's Form 8-K filed with the SEC on June 1,
              2020).

              Cover Page Interactive Data File (embedded within the Inline XBRL
    104       document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses