8-K

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): February 25, 2022 (February 23, 2022)

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))

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 Class	Trading Symbol	Name of Exchange on Which Registered
Common Stock, par value $0.001 per share	SIVB	The 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 A	SIVBP	The Nasdaq Stock Market LLC

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 23, 2022, Roger Dunbar, Chair of the Board of Directors of SVB Financial Group (the “Company”), notified the Company that he will retire as a director of the Company and its wholly owned subsidiary, Silicon Valley Bank (the “Bank”), at the end of the current director term on April 21, 2022. Mr. Dunbar has served as a director since 2004 and as Board Chair since 2012. The Board has appointed Kay Matthews, who has served as a director since 2019, to succeed Mr. Dunbar as Chair upon his retirement, effective immediately following the 2022 Annual Meeting.

John Clendening, who has served as a director since 2017, will also be stepping off the Board of the Company and the Bank at the end of the current director term on April 21, 2022.

Item 8.01. Other Events

On February 25, 2022, the Company issued a press release in relation to Mr. Dunbar’s retirement and other Board transitions. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. 

Exhibit No.	Description
99.1	Press Release, dated February 25, 2022, announcing Roger Dunbar's retirement and other Board of Director transitions
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: February 25, 2022	SVB FINANCIAL GROUP
	By:	/s/ GREG BECKER
	Name:	Greg Becker
	Title:	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

SVB Financial Group Announces Board of Directors Transitions

Roger Dunbar to retire as board Chair at end of current director term;

Kay Matthews to become non-executive board Chair

SANTA CLARA, Calif. — February 25, 2022 — SVB Financial Group (SVB), financial partner to the innovation economy, today announced that Roger Dunbar will retire from his role as the Chairman of the Board on April 21, 2022, after a decade in the position. He will remain in his current role through the 2022 annual shareholder meeting. Kay Matthews, current SVB board member, will become the board Chair at that time. Board member John Clendening will step off SVB’s board at the end of this term.

“Roger has made an incredible impact on SVB - and in extension - on the innovation economy,” said Greg Becker, CEO of SVB Financial Group. “His long-term dedication and deep understanding of our clients and our mission helped drive our unmatched growth over the last two decades. I am personally grateful for his leadership and join our board and employees in wishing him well.”

Dunbar joined SVB's board of directors in 2004 and was an advisory board member since 2000. He was elected SVB Board Chairman in 2012 and currently serves as the Risk Committee Chair, and member of the Governance Committee and Finance Committee.He also served on the Audit Committee. Dunbar is the former Vice Chairman of Ernst & Young's Strategic Growth Markets and Venture Capital practice, where he worked with public and private technology companies and venture capital firms globally.

“Our strong board oversight enables us to pursue ambitious goals as we serve the world’s most innovative companies and their investors. We welcome Kay, her leadership and her deep innovation sector experience to this new role at a time when our business and the innovation economy remain on a rapid growth trajectory,” said Becker.

Matthews, who will become SVB’s Board Chair following the annual shareholder meeting on April 21, 2022, joined SVB’s board and its Audit Committee in 2019, after retiring from her successful 36-year career at Ernst & Young where she held several leadership roles for the global organization. Matthews is also a member of the Compensation & Human Capital Committee and Risk Committee.

Clendening, former CEO of Blucora, Inc. and senior executive at Charles Schwab, will also be stepping off the board to focus on launching NoHo Financial, Inc., a new financial technology company where he is founding CEO.Clendening joined the board in 2017 and is a member of the Compensation & Human Capital Committee and Credit Committee.

SVB is the parent company of complementary businesses serving the world’s most innovative companies and their investors: Silicon Valley Bank, SVB Private, SVB Securities and SVB Capital. SVB helps address the unique needs of entrepreneurs, innovative companies and investors in the technology and life science sectors, and also serves the private equity sector and the premium wine industry in the US. With

more than $211 billion in total assets and more than 6,500 employees globally, SVB strives to provide a level of partnership that improves the probability of its clients’ success.

For more information about SVB, visit www.svb.com.

About SVB Financial GroupSVB Financial Group (NASDAQ: SIVB) and its subsidiaries help innovative companies and their investors move bold ideas forward, fast. SVB Financial Group’s businesses, including Silicon Valley Bank, offer commercial, investment and private banking, asset management, private wealth management, brokerage and investment services and funds management services to companies in the technology, life science and healthcare, private equity and venture capital, and premium wine industries. Headquartered in Santa Clara, California, SVB Financial Group operates in centers of innovation around the world. Learn more at svb.com.

SVB Financial Group is the holding company for all business units and groups © 2022 SVB Financial Group. All rights reserved. SVB, SVB FINANCIAL GROUP, SILICON VALLEY BANK, MAKE NEXT HAPPEN NOW and the chevron device are trademarks of SVB Financial Group, used under license. Silicon Valley Bank is a member of the FDIC and the Federal Reserve System. Silicon Valley Bank is the California bank subsidiary of SVB Financial Group.[SIVB-F]

XML

Document and Entity Information	Feb. 25, 2022
Entity Information [Line Items]
Entity Registrant Name	SVB Financial Group
Document Type	8-K
Document Period End Date	Feb. 25, 2022
Entity Incorporation, State or Country Code	DE
Entity File Number	000-15637
Entity Tax Identification Number	91-1962278
Entity Address, Address Line One	3003 Tasman Drive
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054-1191
City Area Code	408
Local Phone Number	654-7400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000719739
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SIVB
Security Exchange Name	NASDAQ
Preferred Stock, Series A
Entity Information [Line Items]
Title of 12(b) Security	Depositary shares, each representing a 1/40th interest in a share of 5.250% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	SIVBP
Security Exchange Name	NASDAQ