SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 2019
SVB Financial Group
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
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):
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.142-12)
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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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 25, 2019, SVB Financial Group (the “Company”) held its 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”). At the 2019 Annual Meeting, the stockholders of the Company (i) elected the Company’s directors for the ensuing year, (ii) approved the Company’s Amended and Restated Certificate of Incorporation eliminating cumulative voting in director elections, (iii) approved, on an advisory basis, the Company’s executive compensation, (iv) approved the 2006 Equity Incentive Plan, as amended and restated, to reserve an additional 2,500,000 shares of common stock for issuance thereunder and extend the expiration date of the plan to April 24, 2029, and (v) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm.
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 11, 2019 (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:
Greg W. Becker
Eric A. Benhamou
John S. Clendening
Roger F. Dunbar
Joel P. Friedman
Kimberly A. Jabal
Jeffrey N. Maggioncalda
Mary J. Miller
Kate D. Mitchell
John F. Robinson
Garen K. Staglin
Proposal 2: Approval of the Company’s Amended and Restated Certificate of Incorporation.
The stockholders approved the proposed Amended and Restated Certificate of Incorporation to eliminate cumulative voting for director elections.
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.
Proposal 4: Approval of 2006 Equity Incentive Plan, as amended and restated.
The stockholders approved the proposed amendments to the 2006 Equity Incentive Plan to reserve an additional 2,500,000 shares for issuance thereunder and extend the expiration date of the plan to April 24, 2029.
Proposal 5: 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, 2019.
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 29, 2019
SVB FINANCIAL GROUP
/s/ GREG BECKER
President and Chief Executive Officer