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): February 25, 2022 (February 23, 2022)
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.) |
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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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.142-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol | | Name of Exchange on Which Registered |
| Common Stock, par value $0.001 per share | | SIVB | | The Nasdaq Stock Market LLC |
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| Depositary shares, each representing a 1/40th interest in a share of 5.250% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A | | SIVBP | | The Nasdaq Stock Market LLC |
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 23, 2022, Roger Dunbar, Chair of the Board of Directors of SVB Financial Group (the “Company”), notified the Company that he will retire as a director of the Company and its wholly owned subsidiary, Silicon Valley Bank (the “Bank”), at the end of the current director term on April 21, 2022. Mr. Dunbar has served as a director since 2004 and as Board Chair since 2012. The Board has appointed Kay Matthews, who has served as a director since 2019, to succeed Mr. Dunbar as Chair upon his retirement, effective immediately following the 2022 Annual Meeting.
John Clendening, who has served as a director since 2017, will also be stepping off the Board of the Company and the Bank at the end of the current director term on April 21, 2022.
On February 25, 2022, the Company issued a press release in relation to Mr. Dunbar’s retirement and other Board transitions. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. | Description |
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| 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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| Date: February 25, 2022 | | | | SVB FINANCIAL GROUP |
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| | | | By: | | /s/ GREG BECKER |
| | | | Name: | | Greg Becker |
| | | | Title: | | President and Chief Executive Officer |
