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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, 2021
 
SVB Financial Group
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3915491-1962278
(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))

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:
Title of Each ClassTrading SymbolName of Exchange on Which Registered
Common Stock, par value $0.001 per shareSIVBThe Nasdaq Stock Market LLC
Depositary shares, each representing a 1/40th interest in a share of 5.250% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series ASIVBPThe Nasdaq Stock Market LLC
Item 5.07.Submission of Matters to a Vote of Security Holders.
On April 22, 2021, SVB Financial Group (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). At the 2021 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, and (iii) 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 4, 2021 (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:

ForWithheldBroker Non-Votes
Nominee
Greg Becker41,894,882335,3313,433,883
Eric Benhamou39,633,9572,596,2563,433,883
John Clendening42,011,683218,5303,433,883
Richard Daniels42,167,17963,0343,433,883
Alison Davis42,167,34962,8643,433,883
Roger Dunbar39,899,6212,330,5923,433,883
Joel Friedman40,042,3572,187,8563,433,883
Jeffrey Maggioncalda41,954,824275,3893,433,883
Beverly Kay Matthews42,016,281213,9323,433,883
Mary Miller41,862,311367,9023,433,883
Kate Mitchell41,173,4411,056,7723,433,883
Garen Staglin41,155,6461,074,5673,433,883

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.

ForAgainstAbstainBroker Non-Votes
37,417,3333,538,3831,274,4973,433,883

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, 2021.



ForAgainstAbstain
43,640,8791,992,97530,242


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 26, 2021  SVB FINANCIAL GROUP
  By: /s/ GREG W. BECKER
  Name: Greg W. Becker
  Title: President and Chief Executive Officer