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 17, 2013
Boston Private Financial Holdings, Inc.
(Exact name of registrant as specified in charter)
| Massachusetts | 1-35070 | 04-2976299 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Ten Post Office Square, Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)
(617) 912-1900
(Registrant’s telephone number, including area code)
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 240.14a-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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting of Shareholders of Boston Private Financial Holdings, Inc. (the “Company”) held on April 17, 2013 (the “Annual Meeting”), shareholders of the Company approved amendments (the “Amendments”) to the Company’s Restated Articles of Organization, as amended (the “Restated Articles of Organization”), eliminating the supermajority voting requirement for (i) the removal of directors and (ii) future amendments of the Restated Articles of Organization. The Amendments became effective upon the filing of Articles of Amendment with the Secretary of the Commonwealth of Massachusetts on April 17, 2013. The Articles of Amendment are attached hereto as Exhibit 3.1 and are incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, Eugene S. Colangelo, Clayton G. Deutsch, Allen L. Sinai and Stephen M. Waters were elected as directors to serve until the 2014 Annual Meeting of Shareholders and until their successors are duly elected and qualified. In addition, at the Annual Meeting, the shareholders approved (a) a non-binding, advisory resolution regarding the compensation of the Company’s named executive officers, (b) an amendment to the Company’s Restated Articles of Organization to eliminate the supermajority voting requirement for the removal of directors, and (c) an amendment to the Company’s Restated Articles of Organization to eliminate the supermajority voting requirement for amending the Restated Articles of Organization. The voting results are set forth below.
| (1) | Election of Directors: |
|
Director Nominee |
For | Withheld | Broker Non-Votes | |||||||||
|
Eugene S. Colangelo |
59,779,105 | 6,642,079 | — | |||||||||
|
Clayton G. Deutsch |
64,305,821 | 2,115,363 | — | |||||||||
|
Allen L. Sinai |
62,061,922 | 4,359,262 | — | |||||||||
|
Stephen M. Waters |
62,964,607 | 3,456,577 | — | |||||||||
| (2) | Non-binding, advisory resolution regarding the compensation of the Company’s named executive officers: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 60,619,701 | 4,167,157 | 1,634,326 | — |
| (3) | Amendment of the Company’s Restated Articles of Organization to eliminate the supermajority voting requirement for the removal of directors: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 64,375,016 | 1,973,560 | 72,608 | — |
| (4) | Amendment of the Company’s Restated Articles of Organization to eliminate the supermajority voting requirement for amending the Restated Articles of Organization*: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 65,832,081 | 516,145 | 72,958 | — |
| * | Holders of the Company’s Series B Non-Cumulative Perpetual Contingent Convertible Preferred Stock, par value $1.00 per share (“Series B Preferred Stock”), were entitled to vote, separate from the holders of the Company’s common stock, at the Annual Meeting on Proposal 4. 401 shares, or 100%, of the Series B Preferred Stock outstanding voted in favor of this proposal. |
| Item 9.01 | Financial Statements and Exhibits |
Exhibit 3.1 Articles of Amendment of Boston Private Financial Holdings, Inc.
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.
| BOSTON PRIVATE FINANCIAL HOLDINGS, INC. | ||||||
| Dated: April 22, 2013 | By: |
/s/ David J. Kaye |
||||
| Name: | David J. Kaye | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 3.1 | Articles of Amendment of Boston Private Financial Holdings, Inc. | |
Exhibit 3.1
|
D PC |
The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 |
Articles of Amendment
(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)
| (1) Exact name of corporation: |
Boston Private Financial Holdings, Inc. |
| (2) Registered office address: |
Ten Post Office Square |
|
| (number, street, city or town, state, zip code) | ||
| (3) These articles of amendment affect article(s): |
Article VI |
|
| (specify the number(s) of article(s) being amended (I-VI)) | ||
| (4) Date adopted: |
April 17, 2013 |
|
| (month, day, year) | ||
(5) Approved by:
(check appropriate box)
| ¨ | the incorporators. |
| ¨ | the board of directors without shareholder approval and shareholder approval was not required. |
| x | the board of directors and the shareholders in the manner required by law and the articles of organization. |
(6) State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares.
See Annex A, amending Article VI, Section 6.1 in its entirety, which is attached hereto and incorporated herein by reference.
See Annex B, amending Article VI, Section 6.9 in its entirety, which is attached hereto and incorporated herein by reference.
P.C.
To change the number of shares and the par value, * if any, of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:
Total authorized prior to amendment:
|
WITHOUT PAR VALUE |
WITH PAR VALUE |
|||||||
|
TYPE |
NUMBER OF SHARES |
TYPE |
NUMBER OF SHARES |
PAR VALUE |
||||
Total authorized after amendment:
|
WITHOUT PAR VALUE |
WITH PAR VALUE |
|||||||
|
TYPE |
NUMBER OF SHARES |
TYPE |
NUMBER OF SHARES |
PAR VALUE |
||||
(7) The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:
| * | G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto. |
| Signed by: |
/s/ Margaret W. Chambers |
, | ||
| (signature of authorized individual) | ||||
| ¨ | Chairman of the board of directors, |
| ¨ | President, |
| x | Other officer, |
| ¨ | Court-appointed fiduciary, |
on this 17th day of April, 2013.
ANNEX A
ARTICLE 6: OTHER LAWFUL PROVISIONS
SECTION 6.1 Directors .
(i) Subject to this Section 6.1(i), the Board of Directors shall be and is divided into three classes (Class I, Class II and Class III). The initial directors of the corporation shall hold office as follows: the first class of directors shall hold office initially for a term expiring at the annual meeting of stockholders to be held in 1995, the second class of directors shall hold office initially for a term expiring at the annual meeting of stockholders to be held in 1996, and the third class of directors shall hold office initially for a term expiring at the annual meeting of stockholders to be held in 1997, with the members of each class to hold office until their respective successors are duly elected and qualified. At each annual meeting of stockholders of the corporation, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their respective successors are elected and qualified, until the annual meeting of stockholders to be held in 2013. Beginning with the annual meeting of stockholders to be held in 2013, directors shall be elected annually for terms of one year, except that any director in office at the 2013 annual meeting whose three-year term expires at the annual meeting of stockholders to be held in calendar year 2014 or 2015 shall continue to hold office until the end of the three-year term for which such director was elected and until such director’s successor shall have been elected and qualified. At the annual meeting of stockholders to be held in 2016 and at each annual meeting of stockholders thereafter, all directors shall be elected for terms expiring at the next annual meeting of stockholders and until such directors’ successors shall have been elected and qualified.
(ii) Subject to the rights of the holders of any preferred stock then outstanding, a director or the entire Board of Directors may be removed by the stockholders only if the number of votes cast to remove such director exceeds the number of votes cast not to remove such director, and then, only for cause. For purposes of this Section 6.1, “cause” shall be defined to mean only the following: (i) conviction of a felony, (ii) declaration of unsound mind by order of court, (iii) gross dereliction of duty, (iv) commission of an act involving moral turpitude, or (v) commission of an action which constitutes intentional misconduct or a knowing violation of law if such action in either event results both in an improper substantial personal benefit and a material injury to the Corporation.
ANNEX B
ARTICLE 6: OTHER LAWFUL PROVISIONS
SECTION 6.9 Amendment of Articles of Organization . No amendment, addition, alteration, change or repeal of these Articles of Organization shall be made, unless the same is first approved by the affirmative vote of at least a majority of the directors of the corporation then in office, and thereafter approved by the stockholders by an affirmative vote of not less than a majority of the total votes eligible to be cast at a duly constituted meeting, or, in the case of Articles 1 or 3 of the Articles, by an affirmative vote of not less than a majority of the total votes eligible to be cast at a duly constituted meeting. Unless otherwise provided by law, any amendment, addition, alteration, change or repeal so acted upon shall be effective on the date it is filed with the Secretary of State of The Commonwealth of Massachusetts or on such other date as specified in such amendment, addition, alteration, change or repeal and/or as the Secretary of State may specify.