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SIVB > SEC Filings for SIVB > Form 8-K on 28-Apr-2014All Recent SEC Filings

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Submission of Matters to a Vote of Security Holders

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

The Company's 2014 Annual Meeting of Stockholders (the "Meeting") was held on April 24, 2014. As of the applicable record date of February 25, 2014, there were 45,863,496 shares of the Company's common stock outstanding and entitled to vote at the Meeting, of which a total of 43,133,002 shares of common stock, or 94.04 percent of the shares outstanding and entitled to vote, were represented at the Meeting in person or by proxy. At the Meeting, the stockholders: (i) elected the Company's directors for the ensuing year, (ii) approved the Company's 2006 Equity Incentive Plan, as amended and restated, (iii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm, (iv) approved, on an advisory basis, the Company's executive compensation ("Say on Pay"), and (v) did not approve transacting such other business as may have properly come before the meeting.

The voting results were as follows:

Election of Directors:
Greg W. Becker 40,927,488 n/a 182,845 2,022,669 Eric A. Benhamou 40,878,039 n/a 232,294 2,022,669 David M. Clapper 40,937,140 n/a 173,193 2,022,669 Roger F. Dunbar 40,920,572 n/a 189,761 2,022,669 Joel P. Friedman 40,920,569 n/a 189,764 2,022,669 C. Richard Kramlich 40,578,216 n/a 532,117 2,022,669 Lata Krishnan 40,941,050 n/a 169,283 2,022,669 Jeffrey N. Maggioncalda 40,680,329 n/a 430,004 2,022,669 Kate D. Mitchell 40,681,680 n/a 428,653 2,022,669 John F. Robinson 40,686,899 n/a 423,434 2,022,669 Garen K. Staglin 40,924,721 n/a 185,612 2,022,669

Approval of the Company's 34,562,338 6,411,920 136,075 2,022,669 2006 Equity Incentive
Plan, as amended and
restated, to reserve an
additional 2,000,000
shares of common stock
for issuance thereunder.

Ratification of the 42,648,128 360,643 124,231 --- appointment of KPMG LLP
as the Company's
independent registered
public accounting firm
for its fiscal year
ending December 31, 2014.

Approval Say on Pay. 40,267,314 519,915 323,104 2,022,669

Transact such other 10,303,793 32,485,863 343,346 --- business as may properly
come before the meeting.

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