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): August 28, 2023 (August 25, 2023)
SILVERGATE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | | |
incorporation or organization) | | |
4250 Executive Square, Suite 300, La Jolla, CA 92037
(Address of principal executive offices) (Zip Code)
(858) 362-6300
(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 obligations of the registrant under any of the following provisions:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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: None
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. ☐
ITEM 5.02 & ITEM 5.03 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS & AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On August 25, 2023, the board of directors (the “Board”) of Silvergate Capital Corporation (the “Company”) amended the Company’s Amended and Restated Bylaws (the “Bylaws”), which amendment became effective on that date, in order to address the recent departure of Alan J. Lane, a former member of the Board, on August 15, 2023, by reducing the minimum size of the Board from seven to five and by reducing the maximum size of the Board from thirteen to seven.
As disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 15, 2023, Mr. Lane has advised the Company that his departure from the Company and the Board was not the result of any dispute or disagreement with the Company nor its Board on any matter relating to the operations, policies or practices of the Company.
The description of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1, and incorporated into this Item 5.03 by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
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| Number | Description |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | SILVERGATE CAPITAL CORPORATION | |
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| Date: | August 28, 2023 | By: | /s/ Kathleen M. Fraher | |
| | | Name: | Kathleen M. Fraher | |
| | | Title: | Chief Transition Officer | |
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