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): September 10, 2019
SVB Financial Group
(Exact name of registrant as specified in its charter)
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Delaware |
000-15637 |
91-1962278 |
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(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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol |
Name of Exchange on Which Registered |
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Common Stock, par value $0.001 per share |
SIVB |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers. |
On September 12, 2019, SVB Financial Group (the “Company”) announced that its Board of Directors had appointed Kay Matthews as a director of the Company and its wholly owned subsidiary, Silicon Valley Bank, effective September 10, 2019. Ms. Matthews will serve as a member on the Audit Committee of the Board of Directors of the Company and the Bank.
Ms. Matthews will enter into the Company’s standard form of Indemnification Agreement for directors, and in connection with her service as a director, she will be entitled to compensation in accordance with the Company’s director compensation practices, subject to proration to reflect the commencement date of her service. The Company’s director compensation practices are described under the caption “Compensation for Directors” in the Company’s definitive proxy statement filed on March 11, 2019. There are no arrangements or understandings between Ms. Matthews and any other persons pursuant to which Ms. Matthews was appointed as a director. There are no transactions in which Ms. Matthews has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Ms. Matthews is filed as Exhibit 99.1 to this report and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
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Exhibit
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Description |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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Date: September 12, 2019 |
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SVB FINANCIAL GROUP |
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By: |
/s/ Greg W. Becker |
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Name: |
Greg W. Becker |
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Title: |
President & Chief Executive Officer |
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Exhibit 99.1
SVB Financial Group Appoints Kay Matthews, formerly of Ernst & Young, to its Board of Directors
SANTA CLARA, Calif. –– Sept. 12, 2019 —SVB Financial Group (NASDAQ: SIVB) announced today the appointment of Kay Matthews, retired business leader with Ernst & Young, to its board of directors. Matthews joins SVB’s board of directors and its audit committee as of September 10, 2019. SVB Financial Group is the parent company of Silicon Valley Bank (SVB), the bank of the world’s most innovative companies and their investors.
“Kay’s deep experience working with clients ranging from early-stage, venture-backed startups to Fortune 500 companies in the innovation sector is a direct complement to our strategy,” said Roger Dunbar, Chairman of SVB’s Board of Directors. “Her expertise and acumen are assets to our dynamic and engaged board.”
Silicon Valley Bank helps address the unique needs of entrepreneurs, innovative companies and their investors in technology and life science sectors. The company offers a range of specialized financial services through locations around the world. With more than $64 billion in assets and more than 3,300 employees globally, SVB strives to improve the probability of its clients’ success.
“We welcome Kay’s leadership expertise, perspective on disruptive businesses and knowledge of the clients we aim to help succeed,” said Greg Becker, CEO of SVB Financial Group and Silicon Valley Bank. “Our focus on the innovation economy requires a global perspective, and we look forward to Kay’s contributions in this regard.”
Matthews retired after a successful 36-year career at Ernst & Young where she held several leadership roles for the global organization, which operates in more than 150 countries and has revenues of more than $36 billion globally and $16.7 billion in the Americas. Most recently, Matthews served as a Vice Chair of the EY Americas Board, a member of the EY Global Practice Group, and the Managing Partner of EY’s West Region, with responsibility for all services delivered to clients in the region.
Matthews is a Certified Public Accountant and earned a Bachelor of Accounting degree, cum laude, from Texas Tech University. She currently serves on the board of directors for Coherent, Inc., and was the 2013 Texas Tech School of Accounting Distinguished Alumni, as well as a board member and member of the finance and retirement committees for KQED, the Northern California public television and radio station, through 2018.
For more information about SVB, visit www.svb.com.
About SVB Financial Group
For more than 35 years, SVB Financial Group (NASDAQ: SIVB) and its subsidiaries have helped innovative companies and their investors move bold ideas forward, fast. SVB Financial Group’s businesses, including Silicon Valley Bank, offer commercial, investment and private banking, asset management, private wealth management, brokerage and investment services and funds management services to companies in the technology, life science and healthcare, private equity and venture capital, and premium wine industries. Headquartered in Santa Clara, California, SVB Financial Group operates in centers of innovation around the world. Learn more at www.svb.com.
SVB Financial Group is the holding company for all business units and groups. ©2019 SVB Financial Group. All rights reserved. Silicon Valley Bank is the California bank subsidiary of SVB Financial Group.
Silicon Valley Bank is a member of FDIC and Federal Reserve System. SVB, SVB >, SVB Financial Group, Silicon Valley Bank, Make Next Happen Now and the chevron device are trademarks of SVB Financial Group, used under license.
Contacts:
Julia Thompson
Silicon Valley Bank
415.764.4707
Jthompson3@svb.com