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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):  June 11, 2025


WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)

Delaware 001-32550 88-0365922
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(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:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 Par Value WAL New York Stock Exchange
Depositary Shares, Each Representing a 1/400th Interest in a Share of
4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A
WAL PrA 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 5.07    Submission of Matters to a Vote of Security Holders.
On June 11, 2025, 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 101,678,688 representing 91.9% of the 110,616,314 shares outstanding and entitled to vote at the Annual Meeting. The Company's stockholders: elected all of the thirteen nominees for director; approved the non-binding advisory vote on executive compensation; and ratified the appointment of RSM US LLP as the Company's independent auditor for the fiscal year ending December 31, 2025. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
Proposal 1 Election of Directors
The Company’s stockholders elected thirteen directors to each serve for a one-year term expiring in 2026. The voting results were as follows:
VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
Bruce D. Beach 91,330,582  2,205,245  57,416  8,085,445 
Juan R. Figuereo 93,088,166  419,858  85,219  8,085,445 
Howard N. Gould 92,561,453  971,534  60,256  8,085,445 
Greta Guggenheim 93,430,023  80,187  83,033  8,085,445 
Christopher A. Halmy 93,361,269  149,222  82,752  8,085,445 
Mary Chris Jammet 93,041,192  467,592  84,459  8,085,445 
Marianne Boyd Johnson 91,505,541  2,004,634  83,068  8,085,445 
Mary Tuuk Kuras 93,315,040  195,003  83,200  8,085,445 
Robert P. Latta 92,174,490  1,359,875  58,878  8,085,445 
Anthony T. Meola 93,333,563  197,905  61,775  8,085,445 
Bryan K. Segedi 93,093,728  439,366  60,149  8,085,445 
Donald D. Snyder 90,369,346  3,164,849  59,048  8,085,445 
Kenneth A. Vecchione 93,154,840  382,227  56,176  8,085,445 
Proposal 2 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
88,810,203 4,596,511 186,529 8,085,445
Proposal 3 Ratification of Auditor
The Company’s stockholders ratified the appointment of RSM US LLP as the Company’s independent auditor for the fiscal year ending December 31, 2025. The voting results were as follows:
VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
100,295,126 1,298,307 85,255

Item 9.01    Financial Statements and Exhibits
The following exhibits are being filed herewith:
(d) Exhibits.
Exhibit No. Description
104 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.
  WESTERN ALLIANCE BANCORPORATION
(Registrant)
 
 
/s/ Dale Gibbons
Dale Gibbons
Vice Chairman and
Chief Financial Officer
 
 
 
Date: June 11, 2025