Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan

At the annual meeting of stockholders held on May 11, 2021 (the "Annual Meeting"), PacWest Bancorp's (the "Company") stockholders approved the Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan (the "Amended and Restated 2017 Stock Incentive Plan"). As more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on March 26, 2021 (the "Definitive Proxy Statement"), upon the recommendation and approval of the Company's Compensation, Nominating and Governance Committee, the Company's Board of Directors (the "Board") approved the adoption of the Amended and Restated 2017 Stock Incentive Plan, subject to approval by the Company's stockholders at the Annual Meeting.

Upon approval by the Company stockholders, the Amended and Restated 2017 Stock Incentive Plan became effective and replaced the Company's 2017 Stock Incentive Plan (the "Original 2017 Stock Incentive Plan"). The Amended and Restated 2017 Stock Incentive Plan aligns the Company's stock incentive program with the long-term interests of the Company's stockholders by providing means to attract, retain, motivate, and reward key employees and non-employee directors of the Company through grants of equity compensation for high levels of individual performance and financial performance of the Company. Subject to adjustments provided for in the Amended and Restated 2017 Stock Incentive Plan, the total number of options, stock awards, and stock appreciation rights that may be awarded under the Amended and Restated 2017 Stock Incentive Plan may not exceed 6,650,000 (representing 4,000,000 shares originally approved for grant under the Original 2017 Stock Incentive Plan plus the 2,650,000 shares added as a result of the approval of the Amended and Restated 2017 Stock Incentive Plan). Unless terminated sooner, the Amended and Restated 2017 Stock Incentive Plan will remain in effect until December 31, 2026.

The foregoing description of the Amended and Restated 2017 Stock Incentive Plan is not complete and is qualified in its entirety by reference to the Amended and Restated 2017 Stock Incentive Plan, which is filed as Appendix A to the Company's Definitive Proxy Statement and incorporated herein by reference. In addition, a description of the material terms of the Amended and Restated 2017 Stock Incentive Plan was included in the Company's Definitive Proxy Statement, as well as the supplement to such Definitive Proxy Statement, which was filed with the SEC on April 22, 2021.




  Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Company's Annual Meeting, there were 116,916,461 shares of Company common stock issued and outstanding on the record date and entitled to vote at the Annual Meeting and 103,845,507 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting.

At the Annual Meeting, the eleven nominees for director were elected to the Board, the Company's stockholders did not approve proposal 2 (Advisory (non-binding) vote on executive compensation), and the Company's stockholders approved proposal 3 (Amended and Restated 2017 Stock Incentive Plan) and proposal 4 (Ratification of the Appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2021).

The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set out below.




Proposal 1



The election of the Company's directors who shall hold office until the next
annual meeting of stockholders or until their successors are duly elected and
qualified were as follows:



                                                                           Broker
                            For            Against         Abstain        Non-Vote
Tanya M. Acker            92,713,787          600,745       103,561       10,427,414
Paul R. Burke             89,866,657        3,388,160       163,276       10,427,414
Craig A. Carlson          92,222,787        1,068,079       127,227       10,427,414
John M. Eggemeyer III     90,571,883        2,704,578       141,632       10,427,414
C. William Hosler         89,904,955        3,349,222       163,916       10,427,414
Susan E. Lester           91,208,900        2,113,119        96,074       10,427,414
Roger H. Molvar           89,940,089        3,302,704       175,300       10,427,414
Daniel B. Platt           92,128,372        1,159,780       129,941       10,427,414
Robert A. Stine           80,098,633       13,151,273       168,187       10,427,414
Paul W. Taylor            92,812,408          476,805       128,880       10,427,414
Matthew P. Wagner         91,058,353        2,230,907       128,833       10,427,414




Proposal 2

Advisory (non-binding) vote on executive compensation. This proposal was not approved with the following vote:





                                                     Broker
    For            Against          Abstain         Non-Vote
  34,452,647       53,439,346       5,526,100       10,427,414




Proposal 3

Approval of the Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan. This proposal was approved with the following vote:





                                                  Broker
    For            Against        Abstain        Non-Vote
  89,686,883       3,552,089       179,121       10,427,414




Proposal 4

Ratification of the appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2021. This proposal was approved with the following vote:





     For            Against        Abstain

101,069,570 2,665,504 110,433

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