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 19, 2022 (September 16, 2022)
SILVERGATE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Maryland | 001-39123 | 33-0227337 |
| (State or other jurisdiction of | (Commission file number) | (IRS Employer |
| incorporation or organization) | | Identification No.) |
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Class A Common Stock, par value $0.01 per share | SI | New York Stock Exchange |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A | SI PRA | New York Stock Exchange |
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 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On September 19, 2022, Silvergate Capital Corporation (the "Company"), the holding company for Silvergate Bank (the "Bank"), issued a press release announcing the appointment of Mary-Margaret Henke as a member of the boards of directors (the "Boards") of the Company and the Bank. In addition, Ms.Henke was appointed to the audit committees of the Company and the Bank.
Ms. Henke is considered an independent director under the applicable Securities and Exchange Commission and New York Stock Exchange rules, will serve as a Class II director on the Company's Board, and will be subject to re-election at the Company's annual meeting of stockholders to be held in June 2023. There are no arrangements or understandings between Ms. Henke and any other person pursuant to which she was selected as a director. Ms. Henke will receive the same compensation as currently paid to the Company's and the Bank's other Board members.
ITEM 7.01 REGULATION FD DISCLOSURE.
A copy of the press release issued by the Company on September 19, 2022 regarding Ms. Henke's appointment as a director of the Company and the Bank, as described in item 5.02 above, is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under Item 7.01 and Item 9.01, including Exhibit 99.1 hereto, of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filings of the Company made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
| | | | | |
| Number | Description |
| |
| 99.1 | |
| 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.
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| | SILVERGATE CAPITAL CORPORATION |
| | |
| Date: | September 19, 2022 | By: | /s/ Alan J. Lane |
| | | Alan J. Lane
President and Chief Executive Officer |
