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BPFH > SEC Filings for BPFH > Form 8-K on 22-Apr-2013All Recent SEC Filings

Show all filings for BOSTON PRIVATE FINANCIAL HOLDINGS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BOSTON PRIVATE FINANCIAL HOLDINGS INC


22-Apr-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting of Shareholders of Boston Private Financial Holdings, Inc. (the "Company") held on April 17, 2013 (the "Annual Meeting"), shareholders of the Company approved amendments (the "Amendments") to the Company's Restated Articles of Organization, as amended (the "Restated Articles of Organization"), eliminating the supermajority voting requirement for (i) the removal of directors and (ii) future amendments of the Restated Articles of Organization. The Amendments became effective upon the filing of Articles of Amendment with the Secretary of the Commonwealth of Massachusetts on April 17, 2013. The Articles of Amendment are attached hereto as Exhibit 3.1 and are incorporated by reference herein.



Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, Eugene S. Colangelo, Clayton G. Deutsch, Allen L. Sinai and Stephen M. Waters were elected as directors to serve until the 2014 Annual Meeting of Shareholders and until their successors are duly elected and qualified. In addition, at the Annual Meeting, the shareholders approved (a) a non-binding, advisory resolution regarding the compensation of the Company's named executive officers, (b) an amendment to the Company's Restated Articles of Organization to eliminate the supermajority voting requirement for the removal of directors, and (c) an amendment to the Company's Restated Articles of Organization to eliminate the supermajority voting requirement for amending the Restated Articles of Organization. The voting results are set forth below.

(1) Election of Directors:

        Director Nominee          For           Withheld        Broker Non-Votes
        Eugene S. Colangelo     59,779,105       6,642,079                     -
        Clayton G. Deutsch      64,305,821       2,115,363                     -
        Allen L. Sinai          62,061,922       4,359,262                     -
        Stephen M. Waters       62,964,607       3,456,577                     -

(2) Non-binding, advisory resolution regarding the compensation of the Company's named executive officers:

For Against Abstain Broker Non-Votes 60,619,701 4,167,157 1,634,326 -

(3) Amendment of the Company's Restated Articles of Organization to eliminate the supermajority voting requirement for the removal of directors:

For Against Abstain Broker Non-Votes 64,375,016 1,973,560 72,608 -



(4) Amendment of the Company's Restated Articles of Organization to eliminate the supermajority voting requirement for amending the Restated Articles of Organization*:

For Against Abstain Broker Non-Votes 65,832,081 516,145 72,958 -

* Holders of the Company's Series B Non-Cumulative Perpetual Contingent Convertible Preferred Stock, par value $1.00 per share ("Series B Preferred Stock"), were entitled to vote, separate from the holders of the Company's common stock, at the Annual Meeting on Proposal 4. 401 shares, or 100%, of the Series B Preferred Stock outstanding voted in favor of this proposal.



Item 9.01 Financial Statements and Exhibits

Exhibit 3.1 Articles of Amendment of Boston Private Financial Holdings, Inc.


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