Pacific Premier Bancorp Files Form 8-K, Provides Update on Long-Term Incentive Plan

Strategic Insights -

Pacific Premier Bancorp, Inc. has filed a Form 8-K with the U.S. Securities and Exchange Commission, providing supplemental information to help shareholders and proxy advisory firms evaluate a proposed amendment to the company's Amended and Restated 2022 Long-Term Incentive Plan. The proposed amendment would increase the number of shares available for grant under the plan by 2,000,000 shares. This update comes after a proxy statement was furnished to stockholders on April 7, 2025, for the company's Annual Meeting of Stockholders to be held on May 19, 2025.

Key Takeaways:

  • The proposed amendment to the Long-Term Incentive Plan would increase the number of shares available for grant by 2,000,000 shares, bringing the total to 2,115,255 shares as of March 31, 2025.
  • As of March 31, 2025, 115,255 shares remained reserved and available for issuance with respect to new awards under the plan.
  • The plan does not include any fungible share counting provisions.
  • As of March 31, 2025, 97,069,001 shares of common stock were outstanding.
  • There were 2,537,701 shares subject to outstanding company awards, resulting in an overhang of approximately 2.66% of the total outstanding shares.
  • If the proposed amendment is approved, the overhang would increase to approximately 4.57%.

Statistics:

  • 115,255 shares available for grant under the plan as of March 31, 2025
  • 97,069,001 total common stock outstanding as of March 31, 2025
  • 2,537,701 shares subject to outstanding company awards as of March 31, 2025
  • 2.66% overhang rate as of March 31, 2025
  • 4.57% overhang rate if the proposed amendment is approved

Sources:

  • U.S. Securities and Exchange Commission: Pacific Premier Bancorp, Inc. Form 8-K (May 9, 2025)
  • Pacific Premier Bancorp, Inc. proxy statement (April 7, 2025)