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PACIFIC PREMIER BANCORP INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 28, 2014



ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 27, 2013, Pacific Premier Bancorp, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders (the "2014 Annual Meeting"). Set forth below are the four proposals that were voted on at 2014 Annual Meeting and the stockholder votes on each such proposal, as certified by the 2014 Annual Meeting inspector of election. The Company's stockholders approved each of the four proposals, which are described in detail in the Definitive Proxy Statement, as filed with the Securities and Exchange Commission on April 16, 2014. Other than the four proposals set forth below and described in the Definitive Proxy Statement, no other item was submitted at the 2014 Annual Meeting for stockholder action.

On the record date for the 2014 Annual Meeting, there were 17,224,977 shares of Company common stock issued, outstanding and entitled to vote. Stockholders holding 15,999,432 shares of Company common stock were present at the 2014 Annual Meeting, in person or represented by proxy.

Proposal 1: Each nominee for director, as listed in the Definitive Proxy Statement, was elected to serve a one-year term. The votes were as follows:*

Nominee Votes For Votes Against/Withheld Broker Non-Votes Kenneth A. Boudreau 12,062,544 209,427 3,727,461 John J. Carona 11,555,583 716,388 3,727,461 Steven R. Gardner 12,133,745 138,226 3,727,461 Joseph L. Garrett 12,151,711 120,260 3,727,461 John D. Goddard 12,021,386 250,585 3,727,461 Jeff C. Jones 12,094,904 177,067 3,727,461 Michael L. McKennon 12,108,880 163,091 3,727,461 Proposal 2: The compensation of the Company's named executive officers was approved, on a non-binding advisory basis, having received the following votes:** For Against Abstain Broker Non-Votes 10,808,341 1,413,516 50,114 3,727,461



Proposal 3: To approve the amendment to the Company's 2012 Long-Term Incentive Plan, having received the following votes:**

For Against Abstain Broker Non-Votes 11,435,569 746,784 89,618 3,727,461



Proposal 4: The appointment of Vavrinek, Trine, Day, & Co., LLP as independent auditors of the Company for the fiscal year ending December 31, 2014 was ratified, having received the following votes:**

For Against Abstain Broker Non-Votes 14,652,868 158,121 11,625 1,176,818 ___________



* The seven (7) director nominees who received the greatest number of votes cast for director nominees were elected. Withheld votes were not counted either "for" or "against" the nominee. Abstentions were not counted in the election of directors and did not affect the outcome. The election of directors is considered a "non-routine" item upon which brokerage firms are not permitted to vote in their discretion on behalf of their clients if such clients did not furnished voting instructions. Therefore, broker "non-votes" were not considered in determining whether a nominee received the affirmative vote of a plurality of the shares.

** The affirmative vote of holders of at least the majority of the shares for which votes are cast at the 2014 Annual Meeting is required to approve this proposal. Abstentions and broker non-votes were not counted as votes cast and, therefore, did not affect this proposal.

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Source: Edgar Glimpses


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