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 22, 2022
SVB Financial Group
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39154 | | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 21, 2022, SVB Financial Group (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). At the 2022 Annual Meeting, the stockholders of the Company (i) elected the Company’s directors for the ensuing year, (ii) approved, on an advisory basis, the Company’s executive compensation, (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm, and (iv) did not approve a stockholder proposal regarding a racial justice audit.
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 4, 2022 (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 Becker | | 48,688,355 | | 383,837 | | 2,560,819 |
| Eric Benhamou | | 43,473,777 | | 5,598,415 | | 2,560,819 |
| Elizabeth “Busy” Burr | | 48,932,493 | | 139,699 | | 2,560,819 |
| Richard Daniels | | 48,805,395 | | 266,797 | | 2,560,819 |
| Alison Davis | | 48,807,758 | | 264,434 | | 2,560,819 |
| Joel Friedman | | 46,765,996 | | 2,306,196 | | 2,560,819 |
| Jeffrey Maggioncalda | | 48,557,057 | | 515,135 | | 2,560,819 |
| Beverly Kay Matthews | | 48,581,642 | | 490,550 | | 2,560,819 |
| Mary Miller | | 48,436,589 | | 635,603 | | 2,560,819 |
| Kate Mitchell | | 46,896,268 | | 2,175,924 | | 2,560,819 |
| Garen Staglin | | 47,711,375 | | 1,360,817 | | 2,560,819 |
Proposal 2: 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 |
| 43,684,153 | | 3,820,841 | | 1,567,198 | | 2,560,819 |
Proposal 3: 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, 2022.
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| For | | Against | | Abstain |
| 48,724,373 | | 2,890,546 | | 18,092 |
Proposal 4: Stockholder Proposal regarding a Racial Justice Audit.
The stockholders did not approve a stockholder proposal regarding a racial justice audit. | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 16,924,909 | | 31,931,292 | | 215,991 | | 2,560,819 |
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: April 22, 2022 | | | | SVB FINANCIAL GROUP |
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| | | | By: | | /s/ GREG W. BECKER |
| | | | Name: | | Greg W. Becker |
| | | | Title: | | President and Chief Executive Officer |
