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 4, 2021

Boston Private Financial Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

Ten Post Office Square, Boston, Massachusetts 02109

(Address of principal executive offices)

(617) 912-1900

(Registrant’s telephone number, including area code)

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:

☐

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

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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. ☐

Item 85.~~01.~~07 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

OnAs previously disclosed, on May 4, 2021, Boston Private Financial Holdings, Inc., a Massachusetts corporation (“Boston Private”) ~~issued a press release announcing that based on proxies submitted to First Coast Results~~, ~~Inc.,~~reconvened the ~~independent~~adjourned ~~inspector of election for the~~ special meeting of shareholders originally scheduled for April 27, 2021 ~~and~~(the ~~adjourned~~“special meeting”) to ~~May~~consider 4,certain ~~2021,~~proposals ~~preliminary~~related ~~voting~~to ~~results~~the ~~indicate~~Agreement ~~that~~and ~~Boston~~Plan ~~Private shareholders~~of ~~have~~Merger, ~~approved~~dated ~~each~~as of ~~the~~January ~~proposals~~4, ~~presented~~2021 at(as ~~the~~it ~~special~~may ~~meeting,~~be ~~including~~amended ~~Boston~~from ~~Private’s~~time to time, the “merger agreement”), by ~~with~~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.

~~The~~On ~~transaction~~May is4, ~~expected~~2021, toFirst ~~close~~Coast inResults, ~~mid-2021~~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 ~~satisfaction~~certification of ~~customary~~the ~~closing~~voting ~~conditions,~~results ~~including~~by ~~receipt~~First ofCoast. Boston ~~customary~~ Private ~~regulatory~~will ~~approvals~~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.

AAs ~~copy~~of the close of business on March 15, 2021, the ~~press~~record ~~release~~date isfor ~~attached~~the ~~hereto~~special asmeeting, ~~Exhibit~~there ~~99.~~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 isentitled ~~incorporated~~to ~~herein~~vote, were present via Boston Private’s special meeting website or represented by ~~reference~~proxy, constituting a quorum to conduct business.

At the special meeting, the following proposals were considered and voted upon:

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

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

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”).

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.

Boston Private merger agreement proposal:

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

Boston Private merger-related compensation proposal:

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

Boston Private adjournment proposal:

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

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated May 4, 2021
Exhibit 104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to SVB Financial’s and/or Boston Private’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections.

In addition to factors previously disclosed in SVB Financial’s and Boston Private’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the merger on the expected terms and schedule; delay in closing the merger; the outcome of any legal proceedings that have been or may be instituted against SVB Financial or Boston Private; the occurrence of any event, change or other circumstance that could give rise to the right of one or both parties to terminate the merger agreement providing for the merger; difficulties and delays in integrating Boston Private’s business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; the inability to retain existing Boston Private clients; the inability to retain Boston Private employees; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms; and the impact of the global COVID-19 pandemic on SVB Financial’s and/or Boston Private’s businesses, the ability to complete the proposed merger and/or any of the other foregoing risks. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

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.
Date: May 4, 2021	By:	/s/ Steven M. Gaven
Date: May 5, 2021	By:	/s/ Steven M. Gaven
		Steven M. Gaven
		Executive Vice President, Chief Financial Officer

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