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BPFH > SEC Filings for BPFH > Form 8-K on 17-Apr-2014All Recent SEC Filings

Show all filings for BOSTON PRIVATE FINANCIAL HOLDINGS INC

Form 8-K for BOSTON PRIVATE FINANCIAL HOLDINGS INC


17-Apr-2014

Change in Directors or Principal Officers, Financial Statem


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 16, 2014, Boston Private Financial Holdings, Inc. (the "Company") held its 2014 Annual Meeting of Shareholders (the "2014 Annual Meeting"). At the 2014 Annual Meeting, the shareholders of the Company approved the Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan (the "Amended 2009 Plan"), amending the performance criteria and extending the expiration date of the plan. The Company's directors and executive officers are eligible to receive awards under the Amended 2009 Plan. A summary of the material features of the Amended 2009 Plan can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 7, 2014 (the "Proxy Statement"), which description is incorporated herein by reference. A copy of the Amended 2009 Plan is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Also, at the 2014 Annual Meeting, the shareholders of the Company approved an amendment to the Boston Private Financial Holdings, Inc. 2001 Employee Stock Purchase Plan, as amended and restated, effective as of January 1, 2014 (the "2001 ESPP"), to increase the number of shares of the Company's common stock reserved and available for issuance under the 2001 ESPP by 1,000,000 shares to a total of 2,700,000 shares. A summary of the material features of the 2001 ESPP Plan can be found in the Proxy Statement, which description is incorporated herein by reference. A copy of the 2001 ESPP Plan is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2014 Annual Meeting, Clayton G. Deutsch, Deborah F. Kuenstner, Daniel P. Nolan, Brian G. Shapiro, and Stephen M. Waters were elected to serve until the 2015 Annual Meeting of Shareholders. In addition, at the meeting, the shareholders approved (a) an advisory, non-binding, resolution on the compensation of the Company's named executive officers as disclosed in the Proxy Statement; (b) the Amended 2009 Plan; and (c) the 2001 ESPP. The voting results are set forth below.
(1) Election of Directors:
  Director Nominee        For        Withheld     Broker Non-Votes
 Clayton G. Deutsch    68,294,453    195,808             -
Deborah F. Kuenstner   68,174,326    315,935             -
  Daniel P. Nolan      68,327,084    163,177             -
  Brian G. Shapiro     68,294,646    240,615             -
 Stephen M. Waters     62,574,337   5,915,924            -

(2) Approval of an advisory, non-binding resolution on the compensation of the Company's named executive officers:

For Against Abstain Broker Non-Votes 64,809,726 3,402,476 278,059 -

(3) Approval of the Amended 2009 Plan, amending the performance criteria:
For Against Abstain Broker Non-Votes 67,035,571 1,419,892 34,798 -

(4) Approval of the 2001 ESPP:
For Against Abstain Broker Non-Votes 24,869 135,881 24,869 -




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Amended and Restated 2009 Stock Option and Incentive Plan
99.2 2001 Employee Stock Purchase Plan, as amended and restated


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