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WESTERN ALLIANCE BANCORPORATION FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 27, 2014



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

On May 20, 2014, Western Alliance Bancorporation (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 78,963,209, representing approximately 90% of the 87,553,976 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, against or withheld, as well as the number of the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.

Proposal 1 Election of Directors

The Company's stockholders elected four Class III directors to each serve for a three-year term expiring in 2017. The voting results were as follows:

Votes For Votes Withheld Abstentions Broker Non-Votes John P. Sande, III 70,269,684 1,333,921 0 7,359,604 Robert G. Sarver 68,693,482 2,910,123 0 7,359,604 Donald D. Snyder 70,105,174 1,498,431 0 7,359,604 Sung Won Sohn 71,380,731 222,874 0 7,359,604



Proposal 2 Approve a Change of the Company's State of Incorporation

The Company's stockholders approved the proposal to change the Company's state of incorporation from Nevada to Delaware.

Votes For Votes Against Abstentions Broker Non-Votes 66,144,331 5,429,635 29,639 7,359,604



Proposal 3 Approve an Amendment to the 2005 Stock Incentive Plan

The Company's stockholders approved an amendment to the 2005 Stock Incentive Plan that (i) extends the termination date of the plan by ten years to 2025; and (ii) increases by 2,000,000 the maximum number of shares available for issuance thereunder and reapproved the material terms of the performance measures that apply to awards intended to qualify as performance-based compensation under the 2005 Stock Incentive Plan.

Votes For Votes Against Abstentions Broker Non-Votes 66,017,483 5,565,021 21,101 7,359,604



Proposal 4 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 70,698,509 681,649 223,447 7,359,604



Proposal 5 Ratification of Auditor

The Company's stockholders ratified the appointment of McGladrey LLP as the Company's independent auditors for the fiscal year ending December 31, 2014. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 78,344,807 587,083 31,319 0



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Source: Edgar Glimpses