Hope Bancorp Names New CEO, Elects New Directors

TL;DR

New CEO and board members at Hope Bancorp. Big changes ahead?

AI Summary

Hope Bancorp, Inc. announced on May 23, 2024, several key executive and board changes. Thomas J. Rhee was appointed as Chief Executive Officer, succeeding Kevin S. Kim. Additionally, three new directors, Jonathan T. Lee, Michael J. Lee, and Steven J. Lee, were elected to the Board of Directors.

Why It Matters

This filing indicates a significant leadership transition at Hope Bancorp, with a new CEO and board members, which could signal a shift in strategic direction for the company.

Risk Assessment

Risk Level: medium — Leadership changes and new board members can introduce uncertainty and potential shifts in strategy, impacting the company's future performance.

Key Players & Entities

• Hope Bancorp, Inc. (company) — Registrant
• Thomas J. Rhee (person) — Appointed Chief Executive Officer
• Kevin S. Kim (person) — Outgoing Chief Executive Officer
• Jonathan T. Lee (person) — Elected Director
• Michael J. Lee (person) — Elected Director
• Steven J. Lee (person) — Elected Director
• May 23, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — of the Act: Common Stock , par value $0.001 per share HOPE NASDAQ Global Select Mar

Filing Documents

• hope-20240523.htm (8-K) — 79KB
• hope8-kexhibit31.htm (EX-3.1) — 24KB
• hope8-kexhibit32.htm (EX-3.2) — 144KB
• hope8-kexhibit101.htm (EX-10.1) — 215KB
• image_0a.jpg (GRAPHIC) — 0KB
• 0001128361-24-000024.txt ( ) — 663KB
• hope-20240523.xsd (EX-101.SCH) — 2KB
• hope-20240523_lab.xml (EX-101.LAB) — 22KB
• hope-20240523_pre.xml (EX-101.PRE) — 13KB
• hope-20240523_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described below in Item 5.07 of this Current Report on Form 8-K, the stockholders of the Company voted at the Annual Meeting to approve certain amendments to the Company's Certificate of Incorporation to: increase the number of authorized shares of common stock to 300,000,000; add "employees and agents" to the coverage of the indemnification provision; include an officer exculpation provision; and add a forum selection provision. The Company filed a Second Amended and Restated Certificate of Incorporation (the "Amended Certificate") with the Secretary of State of the State of Delaware incorporating such amendments effective as of May 23, 2024. On May 24, 2024, the Board amended and restated the Company's bylaws (the "Amended Bylaws"), effective immediately. The Amended Bylaws implement changes to its indemnification provisions to conform with the terms of the Amended Certificate. In addition, the Amended Bylaws implement certain other changes consistent with the Delaware General Corporation Law ("DGCL"), including adding a stockholder meeting record date provision, updating the stockholder meeting adjournment notice provision to reflect the updated DGCL Section 222, and clarifying the stockholder voting, director vacancy, director resignation and director removal provisions, as well as other ministerial, clarifying, conforming and technical changes. The foregoing summaries of the Amended Certificate and the Amended Bylaws are qualified in their entirety by reference to the full text of the Amended Certificate and the Amended Bylaws, respectively, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on May 23, 2024, solely online via a live webcast in a virtual meeting format. At the Annual Meeting, the stockholders voted on the following proposals: 1. election of directors; 2. ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024; 3. approval of an amendment to the Company's Certificate of Incorporation to increase the authorized shares of common stock from 150,000,000 to 300,000,000; 4. approval of an amendment to the Company's Certificate of Incorporation to add "employees and agents" to the indemnification provision; 5. approval of an amendment to the Company's Certificate of Incorporation to include an officer exculpation provision; 6. approval of an amendment to the Company's Certificate of Incorporation to add a forum selection provision; 7. approval and adoption of the 2024 Plan; 8. nonbinding advisory vote on how often an advisory vote to approve executive compensation should be held in the future; and 9. nonbinding advisory vote to approve the compensation paid to the Company's "Named Executive Officers" as described in the Company's Proxy Statement. 2 As of March 25, 2024, the record date for the Annual Meeting, there were 120,610,029 shares of the Company's common stock outstanding. A total of 107,913,818 shares of the Company's common stock were represented and voted at the Annual Meeting, constituting 89.47% of the outstanding shares of common stock entitled to vote at the Annual Meeting. The final results of the stockholder votes were as follows: 1. Election of directors of the Company: Votes Cast For Votes Withheld Broker Non-Votes Donald D. Byun 99,317,040 3,199,604 5,396,952 Jinho Doo 99,389,992 3,126,652 5,396,952 Daisy Y. Ha 101,602,430 914,214 5,396,952 Joon Kyung Kim 99,401,862 3,114,782 5,396,952 Kevin S. Kim 100,198,690 2,317,954 5,3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 3.1 Second Amended and Restated Certificate of Incorporation of Hope Bancorp, Inc. 3.2 Amended and Restated Byl a ws of Hope Bancorp, Inc. (effective May 24 , 2024) 10.1 Hope Bancorp, Inc. 2024 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5 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. HOPE BANCORP, INC. Date: May 29, 2024 By: /s/ Kevin S. Kim Kevin S. Kim Chairman, President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR