SVB Financial Group
SVB FINANCIAL GROUP (Form: 8-K, Received: 04/30/2018 16:18:14)

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 26, 2018
 
 
SVB Financial Group
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
000-15637
 
91-1962278
(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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.142-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 5.07     Submission of Matters to a Vote of Security Holders.

On April 26, 2018, SVB Financial Group (the “ Company ”) held its 2018 Annual Meeting of Stockholders (the “ 2018 Annual Meeting ”). At the 2018 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 and (iii) approved, on an advisory basis, the Company’s executive compensation (“ Say on Pay ”).

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 8, 2018 (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:


 
For
 
Withheld
 
Broker Non-Votes
Nominee
 
 
 
 
 
 
Greg W. Becker
 
44,297,173
 
141,076
 
3,368,990
Eric A. Benhamou
 
43,371,381
 
1,066,868
 
3,368,990
John S. Clendening
 
44,292,484
 
145,765
 
3,368,990
Roger F. Dunbar
 
43,352,863
 
1,085,386
 
3,368,990
Joel P. Friedman
 
43,395,894
 
1,042,355
 
3,368,990
Kimberly A. Jabal
 
44,334,021
 
104,228
 
3,368,990
Jeffrey N. Maggioncalda
 
44,325,817
 
112,432
 
3,368,990
Mary J. Miller
 
44,336,034
 
102,215
 
3,368,990
Kate D. Mitchell
 
44,280,043
 
158,206
 
3,368,990
John F. Robinson
 
44,324,274
 
113,975
 
3,368,990
Garen K. Staglin
 
44,286,416
 
151,833
 
3,368,990

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, 2018.
For
 
Against
 
Abstain
 
Broker Non-Votes
47,050,892
 
680,729
 
75,618
 
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.
For
 
Against
 
Abstain
 
Broker Non-Votes
42,771,700
 
1,500,134
 
166,415
 
3,368,990



S IGNATURES


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.

Date: April 30, 2018
 
 
 
SVB FINANCIAL GROUP
 
 
 
 
 
 
 
 
By:
 
/s/ GREG BECKER
 
 
 
 
Name:
 
GREG BECKER
 
 
 
 
Title:
 
President and Chief Executive Officer