UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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 2, 2014
Boston Private Financial Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Massachusetts | | 0-17089 | | 04-2976299 |
(State or other jurisdiction of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification Number) |
Ten Post Office Square, Boston, Massachusetts 02109
(Address of principal executive offices)
(617)912-1900
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation 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 Rule14a-12 under the Exchange Act(17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 2, 2014, William J. Shea resigned from the Board of Directors of Boston Private Financial Holdings, Inc. (the “Company”) and from the Board of Directors of the Company’s subsidiary, Boston Private Bank & Trust Company. The Board of Directors has not nominated a replacement for Mr. Shea at this time. The Board may elect a director to fill the vacancy after the Company’s Annual Meeting of Shareholders if it identifies a candidate with the necessary skills, qualifications and experiences. A director elected by the Board will hold office until the next annual meeting of shareholders and until his or her successor is duly elected and qualified. The Board of Directors has appointed John Morton III to serve as the Interim Chair of the Company’s Audit and Finance Committee until such time as new Committee assignments are established following the Company’s Annual Meeting of Shareholders.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
| | |
| BOSTON PRIVATE FINANCIAL HOLDINGS, INC. |
| |
| By: | | /s/ David J. Kaye |
| Name: | | David J. Kaye |
| Title: | | Chief Financial Officer |
Date: April 4, 2014
