form8k.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
  
FORM 8-K
  
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
May 22, 2012
Date of Report (date of earliest event reported)
 
 
EAST WEST BANCORP, INC.
 (Exact name of registrant as specified in its charter)
 
  
Commission file number 000-24939
 
    Delaware
  
95-4703316
    (State or Other Jurisdiction of Incorporation or Organization)
  
(IRS Employer Identification Number)
 
135 N Los Robles Ave., 7th Floor, Pasadena, California 91101
(Address of principal executive offices including zip code)
 
(626) 768-6000
 (Registrant’s telephone number, including area code)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2.):
     
¨
  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR §230.425)
     
¨
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR §240.14a-12)
     
¨
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR §240.14d-2(b))
     
¨
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR §240.13e-(c))
 
 
 
 

 
Item 5.02.        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(e)            On May 22, 2012, East West Bancorp, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, the stockholders of the Company approved the following changes to the Company’s Performance-Based Bonus Plan, as amended (the “Amended Bonus Plan”):

 
·        Add additional permissible metrics for the establishment of performance goals;
 
·        Provide for the establishment of multi-year performance goals;
 
·       Change the maximum bonus that may be earned from $3 million to $10 million per year.
 
A complete description of the Amended Bonus Plan is included with the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2012 (the “Proxy Statement”), which description is incorporated herein by reference. A copy of the Amended Bonus Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.
 
Item 5.07.Submission of Matters to a Vote of Security Holders.
 
The following are the voting results of each matter submitted to the Company’s stockholders at the Annual Meeting. The proposals below are described in detail in the Proxy Statement. At the Annual Meeting, all ten nominees for director were elected to the Company’s Board of Directors and the Company’s stockholders approved proposals to (i) ratify the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2012, (ii) approve the Performance-Based Bonus Plan, as amended, and (iii) approve the Company’s executive compensation as set forth in the Proxy Statement.
 
1.  
Election of the following ten nominees to the Company’s Board of Directors:
 
 
Votes Cast For
  
Withheld
  
Votes Abstained
  
Broker Non-Votes
Iris S. Chan
121,704,978
  
899,680
  
N/A
  
11,027,663
Rudolph I. Estrada
119,593,893
  
3,010,765
  
N/A
  
11,027,663
Julia S. Gouw
120,631,116
  
1,973,542
  
N/A
  
11,027,663
Paul H. Irving
121,705,893
  
898,765
  
N/A
  
11,027,663
Andrew S. Kane
121,707,713
  
896,945
  
N/A
  
11,027,663
John Lee
122,069,699
  
534,959
  
N/A
  
11,027,663
Herman Y. Li
120,045,496
  
2,559,162
  
N/A
  
11,027,663
Jack C. Liu
120,799,024
  
1,805,634
  
N/A
  
11,027,663
Dominic Ng
118,728,845
  
3,875,813
  
N/A
  
11,027,663
Keith W. Renken
120,475,904
  
2,128,754
  
N/A
  
11,027,663
 
 
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2.  
Ratification of the appointment of KPMG, LLP, as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2012.
 

Votes Cast For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
132,615,143
  
221,117
  
50,767
  
0

 
3.  
Approval of the Performance-Based Bonus Plan, as amended.
 
 
Votes Cast For
  
 
Votes Against
  
 
Votes Abstained
  
 
Broker Non-Votes
117,155,424
  
4,490,710
  
132,454
  
11,108,439
 
4.  
Approval of compensation paid to named executive officers.
 
 
Votes Cast For
  
 
Votes Against
  
 
Votes Abstained
  
 
Broker Non-Votes
105,269,801
  
16,305,520
  
203,267
  
11,108,439


Item 9.01                      Financial Statements and Exhibits.

(d)
Exhibit

 
10.1
Performance-Based Bonus Plan, as amended.
 
 
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Date: May 25, 2012
EAST WEST BANCORP, INC.
 
 
By:  /s/ Douglas P. Krause
Douglas P. Krause, Esq.,
Executive Vice President and General Counsel

 
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Exhibit Index
Exhibit
Title

10.1
Performance-Based Bonus Plan, as amended.
 
 
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