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, 2012
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.142-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2012 Annual Meeting of Stockholders (the “Meeting”) of SVB Financial Group (the “Company”) was held on April 26, 2012. As of the applicable record date of February 28, 2012, there were 43,788,864 shares of the Company’s common stock outstanding and entitled to vote at the Meeting, of which a total of 41,215,972 shares of common stock, or 94.12 percent of the shares outstanding and entitled to vote, were represented at the Meeting in person or by proxy. At the Meeting, the stockholders: (i) elected all twelve of the Company’s directors for the ensuing year, (ii) approved the Company’s amended and restated 2006 Equity Incentive Plan, (iii) ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm, and (iv) approved, on an advisory basis, the Company’s executive compensation (“Say on Pay”).
The voting results were as follows:
| FOR | AGAINST | WITHHELD/ ABSTAIN |
BROKER NON-VOTES |
|||||||||||||
| Election of Directors: |
||||||||||||||||
| Greg W. Becker |
36,405,827 | 1,947,660 | 2,862,485 | |||||||||||||
| Eric A. Benhamou |
35,927,670 | 2,425,817 | 2,862,485 | |||||||||||||
| David M. Clapper |
36,396,862 | 1,956,625 | 2,862,485 | |||||||||||||
| Roger F. Dunbar |
36,396,844 | 1,956,643 | 2,862,485 | |||||||||||||
| Joel P. Friedman |
36,396,268 | 1,957,219 | 2,862,485 | |||||||||||||
| C. Richard Kramlich |
36,360,095 | 1,993,392 | 2,862,485 | |||||||||||||
| Lata Krishnan |
36,403,551 | 1,949,936 | 2,862,485 | |||||||||||||
| Jeffrey N. Maggioncalda |
38,181,851 | 171,636 | 2,862,485 | |||||||||||||
| Kate D. Mitchell |
|
36,155,550 |
|
|
2,197,937 |
|
|
2,862,485 |
| |||||||
| John F. Robinson |
36,403,607 | 1,949,880 | 2,862,485 | |||||||||||||
| Garen K. Staglin |
38,128,842 | 224,645 | 2,862,485 | |||||||||||||
| Kyung H. Yoon |
36,148,728 | 2,204,759 | 2,862,485 | |||||||||||||
| Approval of the Company’s amended and restated 2006 Equity Incentive Plan to reserve an additional 2,100,000 shares of common stock for issuance thereunder. |
30,588,421 | 7,527,361 | 237,705 | 2,862,485 | ||||||||||||
| Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2012. |
40,806,962 | 402,384 | 6,626 | 0 | ||||||||||||
| Advisory Say on Pay vote. |
35,921,513 | 2,255,383 | 176,591 | 2,862,485 | ||||||||||||
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.
| Date: April 30, 2012 | SVB FINANCIAL GROUP | |||
| By: | /s/ GREG BECKER | |||
| Name: | Greg Becker | |||
| Title: | President and Chief Executive Officer | |||