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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): April 23, 2020
 
 
SVB Financial Group
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
000-15637
 
91-1962278
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
3003 Tasman Drive, Santa Clara, CA 95054-1191
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 654-7400
 
 
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 (see General Instruction A.2. below):
☐
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 240.142-12)
☐
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))

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. ☐




Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of Exchange on Which Registered
Common Stock, par value $0.001 per share
 
SIVB
 
The Nasdaq Stock Market LLC
 
 
 
 
 
Depositary shares, each representing a 1/40th interest in a share of 5.250% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A
 
SIVBP
 
The Nasdaq Stock Market LLC
Item 5.07
Submission of Matters to a Vote of Security Holders.
On April 23, 2020, SVB Financial Group (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). At the 2020 Annual Meeting, the stockholders of the Company (i) elected the Company’s directors for the ensuing year, (ii) approved, on an advisory basis, the Company’s executive compensation, and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm.

Each of the above matters is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities Exchange Commission on March 9, 2020 (the “Proxy Statement”). The voting results were as follows:    
Proposal 1: Election of Directors.

The stockholders elected the following individuals to the Company’s Board of Directors:


 
For
 
Withheld
 
Broker Non-Votes
Nominee
 
 
 
 
 
 
Greg W. Becker
 
43,087,806
 
398,278
 
2,417,539
Eric A. Benhamou
 
40,648,851
 
2,837,233
 
2,417,539
John S. Clendening
 
43,238,098
 
247,986
 
2,417,539
Roger F. Dunbar
 
40,832,433
 
2,653,651
 
2,417,539
Joel P. Friedman
 
41,137,672
 
2,348,412
 
2,417,539
Jeffrey N. Maggioncalda
 
43,236,910
 
249,174
 
2,417,539
Kay Matthews
 
43,442,153
 
43,931
 
2,417,539
Mary J. Miller
 
43,051,387
 
434,697
 
2,417,539
Kate D. Mitchell
 
43,320,451
 
165,633
 
2,417,539
John F. Robinson
 
43,097,926
 
388,158
 
2,417,539
Garen K. Staglin
 
42,171,636
 
1,314,448
 
2,417,539


Proposal 2: Advisory Vote to Approve Executive Compensation (Say on Pay).

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

For
 
Against
 
Abstain
 
Broker Non-Votes
38,939,073
 
3,748,493
 
798,518
 
2,417,539









Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
For
 
Against
 
Abstain
43,881,445
 
1,995,036
 
27,142

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.
 
Date: April 27, 2020
 
 
 
SVB FINANCIAL GROUP
 
 
 
 
 
 
 
 
By:
 
/s/ GREG W. BECKER
 
 
 
 
Name:
 
Greg W. Becker
 
 
 
 
Title:
 
President and Chief Executive Officer