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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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As previously disclosed, on May 4, 2021, Boston Private Financial Holdings, Inc., a Massachusetts corporation (“Boston Private”), reconvened the adjourned special meeting
of shareholders originally scheduled for April 27, 2021 (the “special meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of January 4, 2021 (as it may be amended from time to time, the “merger agreement”),
by and between SVB Financial Group, a Delaware corporation (“SVB Financial”) and Boston Private, pursuant to which Boston Private will merge with and into SVB Financial, subject to the terms and conditions set forth therein.
On May 4, 2021, First Coast Results, Inc. (“First Coast”), the independent inspector of election for the special meeting, delivered its preliminary vote tabulation as to
the voting results for each of the matters set forth below that were submitted to a vote at the special meeting. These results are preliminary only and are subject to change based on the certification of the voting results by First Coast. Boston
Private will file an amendment to this Current Report on Form 8-K/A to disclose the final voting results after receiving First Coast’s final certified report.
As of the close of business on March 15, 2021, the record date for the special meeting, there were 82,438,353 shares of common stock, par value $1.00 per share, of Boston
Private (“Common Stock”) outstanding, each of which was entitled to one vote for each proposal at the special meeting. Based on the preliminary results from First Coast, a total of 66,364,831 shares of Common Stock, representing approximately 80.5%
of the shares of Common Stock outstanding and entitled to vote, were present via Boston Private’s special meeting website or represented by proxy, constituting a quorum to conduct business.
At the special meeting, the following proposals were considered and voted upon:
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1.
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a proposal to approve the merger agreement (the “Boston Private merger agreement proposal”);
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2.
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a proposal to approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private’s named executive officers in connection with the merger (the “Boston Private merger-related compensation proposal”); and
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3.
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a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger
agreement (the “Boston Private adjournment proposal”).
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Based on the preliminary results from First Coast, each of the three proposals was approved by the requisite vote of Boston Private’s shareholders. The preliminary voting
results for each proposal as provided by First Coast are described below. For more information on each of these proposals, see the definitive proxy statement filed by Boston Private with the U.S. Securities and Exchange Commission on March 18,
2021.
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1.
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Boston Private merger agreement proposal:
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2.
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Boston Private merger-related compensation proposal:
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3.
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Boston Private adjournment proposal:
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