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 22, 2014

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 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company’s annual meeting of stockholders held on May 22, 2014, four matters were submitted to the Company’s stockholders. The voting results for each matter are listed below:

(1) The election of eight directors for a one-year term ending at the annual meeting of stockholders to be held in 2015 or until their successors are duly elected and qualified:

Directors	Votes For	Votes Withheld	Broker Non-Votes
Robert F. Coleman	65,989,398	884,001	4,747,879
James M. Guyette	66,114,112	759,287	4,747,879
Ralph B. Mandell	65,580,747	1,292,652	4,747,879
Cheryl Mayberry McKissack	66,061,423	811,976	4,747,879
Edward W. Rabin	66,224,332	649,067	4,747,879
Larry D. Richman	65,885,645	987,754	4,747,879
Collin E. Roche	65,823,312	1,050,087	4,747,879
William R. Rybak	66,434,410	438,989	4,747,879

(2) The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014:

For	Against	Abstain
71,148,774	364,308	108,196

(3) A non-binding advisory vote to approve 2013 executive compensation:

For	Against	Abstain	Broker Non-Votes
63,646,261	2,563,723	663,415	4,747,879

(4) Approval of the PrivateBancorp, Inc. Amended and Restated 2011 Incentive Compensation Plan:

For	Against	Abstain	Broker Non-Votes
56,930,153	9,333,081	610,165	4,747,879

Of the approximately 76.5 million shares eligible to vote as of the March 28, 2014 record date, approximately 71.6 million votes, or approximately 93.7 percent of the total shares outstanding, were represented at the meeting.

ITEM 7.01 REGULATION FD DISCLOSURE

On May 22, 2014, PrivateBancorp, Inc. announced that its board of directors declared a quarterly cash dividend of $0.01 per share payable on June 30, 2014, to stockholders of record on June 16, 2014. Attached as Exhibit 99.2 is a copy of the press release relating to the announcement, which is incorporated herein by reference.

Note: the information in this item of this report (including the exhibits) is furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit	Description
99.1	Press Release dated May 22, 2014 (furnished with the SEC as part of this Form 8-K)
99.2	Press Release dated May 22, 2014 (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 22, 2014	PRIVATEBANCORP, INC.
	By: /s/ Kevin M. Killips
	Kevin M. Killips
	Chief Financial Officer

INDEX TO EXHIBITS 

Exhibit	Description
99.1	Press Release dated May 22, 2014 (furnished with the SEC as part of this Form 8-K)
99.2	Press Release dated May 22, 2014 (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:

Sarah Lewensohn

312-564-3894

slewensohn@theprivatebank.com

For Immediate Release

PrivateBancorp Stockholders Approve All Proposals

CHICAGO, May 22, 2014 - PrivateBancorp, Inc. (NASDAQ: PVTB) today announced that its stockholders have approved all proposals at the 2014 annual meeting.

PrivateBancorp stockholders approved the following proposals:

• The election of Board members Robert F. Coleman, James M. Guyette, Ralph B. Mandell, Cheryl Mayberry McKissack, Edward W. Rabin, Larry D. Richman, Collin E. Roche, and William R. Rybak for one-year terms

• The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014

• A non-binding advisory vote to approve 2013 executive compensation

• Approval of the PrivateBancorp, Inc. Amended and Restated 2011 Incentive Compensation Plan

“Our passion inspired us to drive the results we have shown over the last six and a half years,” Larry D. Richman, President and Chief Executive Officer, said in his remarks to shareholders. “What we have built positions us well for the future.  When businesses do more as the economy improves, we will be able to do more with them and for them. We will continue to leverage the strength of our team to focus on organic growth - a strategy that has served us well.”

Of the approximately 76.5 million shares eligible to vote as of March 28, 2014, the record date, approximately 71.6 million votes, or approximately 93.7 percent of the total shares outstanding, were represented at the meeting.

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 it serves. As of March 31, 2014, the Company had 33 offices in 10 states and $14.3 billion in assets. The Company’s website is www.theprivatebank.com.

Forward-Looking Statements

Statements contained in this report that are not historical facts may constitute forward-looking statements within the meaning of federal securities laws. Our ability to predict results or the actual effects of future plans, strategies or events is inherently uncertain. Factors which could cause actual results to differ from those reflected in forward-looking statements include:

• continued uncertainty regarding U.S. and global economic outlook that may impact market conditions or prolong weakness in demand for certain banking products and services;

• unanticipated developments in pending or prospective loan transactions or greater than expected paydowns or payoffs of existing loans;

• unanticipated changes in interest rates;

• competitive pressures in the financial services industry that may affect the pricing of the Company’s loan and deposit products as well as its services;

• unforeseen credit quality problems or changing economic conditions that could result in charge-offs greater than we have anticipated in our allowance for loan losses or changes in value of our investments;

• lack of sufficient or cost-effective sources of liquidity or funding as and when needed;

• loss of key personnel or an inability to recruit and retain appropriate talent;

• potential impact of adapting to the new capital standards and capital stress testing requirements;

• greater than anticipated impact on costs, revenues and offered products and services associated with the implementation of other regulatory changes; or

• failures or disruptions to our data processing or other information or operational systems, including the potential impact of disruptions or breaches at our third party service providers.

These factors should be considered in evaluating forward-looking statements and undue reliance should not be placed on our forward-looking statements. Readers should also consider the risks, assumptions and uncertainties set forth in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2013 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, as well as those set forth in our subsequent periodic and current reports filed with the SEC. Forward-looking statements speak only as of the date they are made and we assume no obligation to update any of these statements in light of new information, future events or otherwise unless required under the federal securities laws.

EX-99.2

Exhibit 99.2

For further information:

Media Contact:

Amy Yuhn

312-564-1378

ayuhn@theprivatebank.com

Investor Relations Contact:

Sarah Lewensohn

312-564-3894

slewensohn@theprivatebank.com

For Immediate Release:

PrivateBancorp Declares Quarterly Cash Dividend

CHICAGO, May 22, 2014 -- PrivateBancorp, Inc. (NASDAQ: PVTB) today announced its board of directors declared a quarterly cash dividend of $0.01 per share for the second quarter 2014 payable on June 30, 2014, to stockholders of record on June 16, 2014. This dividend is unchanged from the prior quarterly dividend of $0.01 per share.

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 it serves. As of March 31, 2014, the Company had 33 offices in 10 states and $14.3 billion in assets. Our website is www.theprivatebank.com.

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