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 27, 2017
SVB Financial Group
(Exact name of registrant as specified in its charter)
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| | | | |
| Delaware | | 000-15637 | | 91-1962278 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 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 5.07 Submission of Matters to a Vote of Security Holders.
On April 27, 2017, SVB Financial Group (the “Company”) held its 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”). At the 2017 Annual Meeting, the stockholders of the Company (i) elected the Company’s directors for the ensuing year, (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm, (iii) approved, on an advisory basis, the Company’s executive compensation (“Say on Pay”) and (iv) approved, on an advisory basis, that future Say on Pay votes continue to be held on an annual basis (“Say on Frequency”).
Each of the above matters is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities Exchange Commission on March 9, 2017 (the “Proxy Statement”). The voting results were as follows:
Proposal 1: Election of Directors.
The stockholders elected the following individuals to the Company’s Board of Directors:
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| | | | | | |
| | For | | Withheld | | Broker Non-Votes |
| Nominee | | | | | | |
| Greg W. Becker | | 45,031,475 | | 290,721 | | 2,929,775 |
| Eric A. Benhamou | | 44,525,047 | | 797,149 | | 2,929,775 |
| David M. Clapper | | 44,968,802 | | 353,394 | | 2,929,775 |
| Roger F. Dunbar | | 44,968,734 | | 353,462 | | 2,929,775 |
| Joel P. Friedman | | 44,909,648 | | 412,548 | | 2,929,775 |
| Lata Krishnan | | 45,094,565 | | 227,631 | | 2,929,775 |
| Jeffrey N. Maggioncalda | | 45,076,286 | | 245,910 | | 2,929,775 |
| Mary J. Miller | | 45,096,400 | | 225,796 | | 2,929,775 |
| Kate D. Mitchell | | 45,019,522 | | 302,674 | | 2,929,775 |
| John F. Robinson | | 45,016,972 | | 305,224 | | 2,929,775 |
| Garen K. Staglin | | 45,014,713 | | 307,483 | | 2,929,775 |
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
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| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 47,523,105 | | 675,315 | | 53,551 | | 0 |
Proposal 3: Advisory Vote to Approve Executive Compensation (Say on Pay).
The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
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| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 44,697,473 | | 545,485 | | 79,238 | | 2,929,775 |
Proposal 4: Advisory Vote on the Frequency of Future Advisory Say on Pay Resolutions (Say on Frequency).
The stockholders approved, on a non-binding, advisory basis, that future Say on Pay votes be held annually. Based on these results, and consistent with the recommendation of the Board of Directors, the Company will continue to conduct an advisory vote on executive compensation on an annual-basis.
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| | | | | | | | |
| 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes |
| 38,808,300 | | 71,324 | | 6,348,905 | | 93,667 | | 2,929,775 |
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: May 1, 2017 | | | | SVB FINANCIAL GROUP |
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| | | | | By: | | /s/ GREG BECKER |
| | | | | Name: | | GREG BECKER |
| | | | | Title: | | President and Chief Executive Officer |
