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):  May 26, 2011

PRIVATEBANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-34066	36-3681151
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)
120 S. LaSalle Ste. 400 Chicago, Illinois		60603 (Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:  (312) 564-2000

Not Applicable

(Former name or former address, if changed since last report)

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 240.14a-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))

ITEM 5.02(e) DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENTS OF CERTAIN OFFIVERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On May 26, 2011, PrivateBancorp stockholders approved the PrivateBancorp, Inc. 2011 Incentive Compensation Plan (the “Plan”).  A summary of the Plan is set forth under the heading “Item 4. Approval of PrivateBancorp, Inc. 2011 Incentive Compensation Plan” in the Company’s definitive proxy statement for the 2011 annual stockholders meeting filed with the Securities and Exchange Commission on April 14, 2011 (the “2011 Proxy Statement”) and is incorporated herein by reference.  The summary of the Plan is qualified in its entirety by reference to the full text of the Plan which was attached as Appendix A to the 2011 Proxy Statement and is incorporated herein by reference.

ITEM 5.07                      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company’s annual meeting of stockholders held on May 26, 2011, the following matters were submitted to and approved by a vote of the Company’s Stockholders:

(1)   The election of four Class I directors for a three-year term ending at the annual meeting of stockholders to be held in 2014 or until their successors are duly elected and qualified:

Directors	Votes For	Votes Withheld	Broker Non-Votes
Ralph B. Mandell	56,402,465	988,196	6,225,682
Cheryl Mayberry McKissack	54,431,836	2,958,825	6,225,682
Edward W. Rabin	54,439,549	2,931,912	6,225,682
Larry D. Richman	56,860,007	530,654	6,225,682

(2)   The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011

For	Against	Abstain
63,233,760	343,712	38,871

(3)   An advisory (non-binding) vote on 2010 executive compensation

For	Against	Abstain	Broker Non-Votes
48,481,142	8,704,065	205,454	6,225,682

(4)   The approval of the PrivateBancorp, Inc. 2011 Incentive Compensation Plan.  

For	Against	Abstain	Broker Non-Votes
35,417,743	21,865,213	107,705	6,225,682

Of the 67.9 million shares eligible to vote as of the March 28, 2011 record date, more than 63.6 million votes, or approximately 93.7 percent of the total shares outstanding, were represented at the meeting.

ITEM 8.01                      OTHER EVENTS

On May 26, 2011, PrivateBancorp, Inc. announced that James M. Guyette was named non-executive chairman of the board.  Mr. Guyette previously served as independent lead director.  Attached as Exhibit 99.1 is a copy of the press release relating to the announcement, which is incorporated herein by reference.

Item 9.01                      FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit	Description
10.1	PrivateBancorp, Inc.  2011 Incentive Compensation Plan is incorporated herein by reference to Appendix A to the Proxy Statement for its 2011 Annual Meeting of Stockholders.
99.1	Press Release dated May 26, 2011 (furnished with the SEC as part of this Form 8-K)

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:  May 27, 2011	PRIVATEBANCORP, INC.
	By: /s/ Kevin M. Killips
	Kevin M. Killips
	Chief Financial Officer

INDEX TO EXHIBITS 

Exhibit	Description
10.1	PrivateBancorp, Inc. 2011 Incentive Compensation Plan is incorporated herein by reference to Appendix A to the Proxy Statement for its 2011 Annual Meeting of Stockholders.
99.1	Press Release dated May 26, 2011 (furnished with the SEC as part of this Form 8-K)

EX-99.1

Exhibit 99.1

For further information:

Media Contact:

Amy Yuhn

312-564-1378

ayuhn@theprivatebank.com

Investor Relations Contact:

Beth Coronelli

312-564-6052

bcoronelli@theprivatebank.com

For Immediate Release

PrivateBancorp, Inc. Board Elects James M. Guyette Chairman

CHICAGO, May 26, 2011 – PrivateBancorp, Inc. (NASDAQ: PVTB) today announced that James M. Guyette has been elected independent non-executive chairman of the Board of Directors.

Guyette has served as a director since 1990 and took on an expanded role as independent lead director in 2010. He is chairman, president and chief executive officer of Rolls Royce North America, Inc., and spent more than 25 years with UAL Corp., serving as executive vice president when he retired in 1995. He is a director of Priceline.com and Rolls-Royce plc.

“I appreciate the confidence my fellow directors have shown in selecting me to chair the board,” Guyette said. “I look forward to continuing to work with outgoing Chairman Ralph Mandell and our Chief Executive Officer, Larry Richman, to ensure the Board  is a competitive asset of the company.”

Richman added, “Jim has been an advocate for the transformation of The PrivateBank into a leading commercial middle market bank since we launched the plan in 2007. He approaches each decision with careful analysis, and I appreciate his counsel and insight. I am pleased to continue to work with him in his new leadership role.”

Guyette succeeds Ralph B. Mandell, who is retiring as executive chairman with the conclusion of the Company’s 2011 annual stockholders meeting on Thursday, May 26, 2011, and has been named Chairman Emeritus, as previously announced. Mandell, a co-founder of the Company, was named chairman and chief executive officer of PrivateBancorp in 1991. Mr. Mandell has served as executive chairman since 2007 and will continue to serve as a member of the Company’s board following his retirement.

“Jim is one of our founding directors and has served the Company and its shareholders well over the years,” Mandell, a co-founder of the Company, said. “He is an excellent businessman who understands our industry. As Lead Director, he has demonstrated the strength of his leadership and I am confident he will continue to leverage the strength of our Board for the benefit of our shareholders and our Company.”

About PrivateBancorp, Inc.

PrivateBancorp, Inc., through its subsidiaries, delivers customized business and personal financial services to middle-market companies, as well as business owners, executives, entrepreneurs and families in all of the markets and communities we serve. As of March 31, 2011, the Company had 34 offices in 10 states and $12.5 billion in assets. Our website is www.theprivatebank.com.

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