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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
Date of Report (Date of earliest event reported): December 10, 2024
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-32550 |
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88-0365922 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
One E. Washington Street, Phoenix, Arizona 85004
(Address of principal executive offices) (Zip Code)
(602) 389-3500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
☐ 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-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, $0.0001 Par Value |
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WAL |
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New York Stock Exchange |
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Depositary Shares, Each Representing a 1/400th Interest in a Share of
4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A
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WAL PrA |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 10, 2024, Kenneth A. Vecchione, President and Chief Executive Officer of Western Alliance Bancorporation issued a letter to colleagues and shareholders informing them of a recent medical diagnosis and temporary leave of absence. A copy of his letter is attached as Exhibit 99.1.
In connection with Mr. Vecchione’s leave of absence and effective December 16, 2024, the Board appointed Dale Gibbons, the Company’s Vice Chair and Chief Financial Officer, as the Company’s interim Chief Executive Officer in addition to his existing duties. Biographical information with respect to Mr. Gibbons can be found under the heading “Executive Compensation—Executive Officers” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2024, which information is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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| 99.1 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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WESTERN ALLIANCE BANCORPORATION |
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(Registrant) |
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/s/ Dale Gibbons |
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Dale Gibbons |
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Vice Chairman and |
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Chief Financial Officer |
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| Date: |
December 10, 2024 |
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EX-99.1
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exhibit991.htm
EX-99.1
Document
Exhibit 99.1
Date: December 10, 2024
Subject line: Letter from the CEO
Dear Colleagues and Shareholders,
This evening, I informed WAL’s Board of Directors that I will be taking a leave of absence beginning next Monday to undergo bypass surgery. Despite having no symptoms of cardiovascular disease and feeling in perfect health, a routine screening identified the need for this important procedure. I am grateful that early detection provided me the opportunity to receive the treatment that my doctors advise will allow me to be healthy and active for years to come.
While I am on leave, the Board has appointed Dale Gibbons, WAL’s long-time Chief Financial Officer and Vice Chair, to serve as interim CEO. Dale, along with our Chief Banking Officers Tim Bruckner and Steve Curley will form the Executive Committee that will lead the Company as I recuperate. As Bruce Beach, WAL’s Chairman, said tonight “Our emergency succession planning process has prepared the Company well for situations exactly like this. I am certain the strong executive team will continue to execute on the Company’s business plan without interruption.”
I feel very good now and look forward to returning late in the first quarter feeling even better. However, I’d like to share a reminder that heart disease is often called the “silent killer” because it has no symptoms. Please consider your routine screenings a gift to those you love this holiday season.
I appreciate the support of this exceptional organization and look forward to seeing you again next year.
Ken
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