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): May 11, 2009
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)) |
| Item 5.02 | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On May 11, 2009, the Compensation Committee (the “ Committee ”) of the Board of Directors of SVB Financial Group (the “ Company ”) approved increases to the annual base salaries for two of its named executive officers. The annual base salary for Mr. Michael Descheneaux, Chief Financial Officer, increased by $100,000 to $425,000, and the annual base salary for Mr. Dave Webb, Chief Operations Officer, increased by $75,000 to $375,000. The increases are effective as of May 1, 2009. The Committee decided to adjust the base salaries of Messrs. Descheneaux and Webb in light of restrictions on the types of pay the Company may permissibly provide to these individuals. The Committee concluded that the adjustments were needed to appropriately compensate these individuals in light of their performance and maintain pay levels for these individuals that are competitive to our peer organizations. As discussed in the Company’s Compensation Discussion and Analysis in its 2009 Proxy Statement, the Committee continues to believe that its historical approach to compensation remains sound. The Committee anticipates that it will adjust these executives’ base pay downward in the future, and will resume using a mix of base pay and incentive compensation that appropriately ties total compensation to individual and Company performance, as and when it is permitted to do so under the American Recovery and Reinvestment Act of 2009 and other applicable laws and regulations.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 10.31 | Form of Letter to Messrs. Michael Descheneaux and Dave Webb regarding annual base salary increases | |
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: May 14, 2009 | SVB FINANCIAL GROUP | |||||
| By: | /s/ KEN WILCOX | |||||
| Name: | Ken Wilcox | |||||
| Title: | President and Chief Executive Officer | |||||
Exhibit 10.31
May [__], 2009
| RE: | Incremental Increase to Annual Base Salary |
Dear [ ]:
As you are aware, the recent enactment of the American Recovery and Reinvestment Act of 2009 (the “ARRA”) imposes certain executive compensation restrictions on companies participating in the Capital Purchase Program (“CPP”), including restrictions on bonuses, retention awards and incentive compensation to the top five most highly-compensated executives (“Top Five”). Based on your 2008 compensation, you are one of our Top Five, and as such, we are currently restricted from accruing or paying incentive compensation for you.
The Board’s Compensation Committee (the “Committee”) remains committed to our overall compensation philosophy, however, in light of the ARRA’s restrictions, we are making some adjustments to make sure that we appropriately reward and retain you. To this end, the Committee has approved a total annual base salary for you of [$ ], consisting of your current annual base salary of [$ ] (your “Current Salary”) plus an increase of [$ ] (“Incremental Increase”), to be paid in semi-monthly installments in accordance with our standard payroll practices. The Incremental Increase in salary will become effective as of May 1, 2009.
The Committee continues to believe that the Company’s historical approach to executive compensation, as described in the Company’s Compensation Discussion and Analysis in its 2009 Proxy Statement, remains sound. Thus, the Committee anticipates that it will adjust your base salary downward in the future, and will resume its practice of using a mix of base salary and incentive compensation that appropriately ties total compensation and Company performance, as and when it is permitted to do so under the ARRA and other applicable laws and regulations.
Further, please note that due to the nature of the Incremental Increase, any merit salary increase is expected to be based only on your Current Salary, as adjusted for any merit increases determined by the Committee. Furthermore, to the extent you are later eligible to receive incentive compensation for any given year, the Committee may, at its discretion, take into consideration the Incremental Increase already received by you for that year to offset any incentive compensation payments.
Should you have any questions or concerns, please do not hesitate to discuss them with Chris Edmonds-Waters or me.
| Sincerely, |
| SVB Financial Group |
|
Ken Wilcox President and Chief Executive Officer |