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Banc of California urges adviser to pull 'withhold' vote rec for director

In a May 29 letter, Banc of California Inc. encouraged its proxy advisory firm, Glass Lewis, to reconsider its "withhold" vote recommendation on the re-election of board member Halle Benett.

Glass Lewis' recommendation was due to Benett's previous employment as a managing director and head of diversified financials with Keefe Bruyette & Woods Inc. Last year, KBW received approximately $2.4 million in fees after serving as one of several lead book-running managers in several stock offerings by Banc of California.

Banc of California said Benett's involvement with KBW was always disclosed. The company wrote that he never participated in talks about KBW's services, and he was not involved in KBW-related transactions as a KBW employee. The company added that it took several steps to ensure that no conflict of interest — particularly in terms of compensation or financial benefit — would arise due to Banc of California's engagement with KBW.