BPFH Boston Private Financial Holdings Inc

trueThis Current Report on Form 8-K/A is being filed by Boston Private Financial Holdings, Inc. (“Boston Private”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that Boston Private filed with the Securities and Exchange Commission on May 5, 2021 to announce the preliminary results of the special meeting of shareholders originally scheduled for April 27, 2021 and adjourned to May 4, 2021 (the “special meeting”). This Amendment is being filed to disclose the final voting results received from First Coast Results, Inc. (“First Coast”), the independent inspector of election for the special meeting, which are unchanged from the preliminary results previously disclosed.000082112700008211272021-05-042021-05-04

Boston Private Financial Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Massachusetts	001-35070	04-2976299
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

☐	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 240.14a-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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of class		Trading symbol(s)		Name of exchange on which registered
Common Stock, Par Value $1.00 per Share		BPFH		NASDAQ

Item 5.07

Submission of Matters to a Vote of Security Holders.

As previously disclosed, on May 4, 2021, Boston Private reconvened 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 6, 2021, First Coast delivered its final vote tabulation that certified the voting results for each of the matters set forth below that were submitted to a vote at the special meeting.  These results are unchanged from the preliminary results previously disclosed.

 

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. 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:

 

1.

a proposal to approve the merger agreement (the “Boston Private merger agreement proposal”);

 

2.

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

 

3.

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”).

 

Each of the three proposals was approved by the requisite vote of Boston Private’s shareholders. The final voting results for each proposal 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.

 

1.	Boston Private merger agreement proposal:

 

For		Against		Abstain
59,216,988		7,012,067		135,774

 

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2.	Boston Private merger-related compensation proposal:

 

For		Against		Abstain
58,535,880		7,335,564		493,387

3.	Boston Private adjournment proposal:

 

For		Against		Abstain
55,489,135		10,715,787		159,908

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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.

 

	BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
	By:	/s/ Steven M. Gaven
		Steven M. Gaven
Date:  May 6, 2021		Executive Vice President, Chief Financial Officer

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