0000821127-17-000031.txt : 20170501 0000821127-17-000031.hdr.sgml : 20170501 20170501171229 ACCESSION NUMBER: 0000821127-17-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170427 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170501 DATE AS OF CHANGE: 20170501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON PRIVATE FINANCIAL HOLDINGS INC CENTRAL INDEX KEY: 0000821127 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042976299 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35070 FILM NUMBER: 17801805 BUSINESS ADDRESS: STREET 1: 10 POST OFFICE SQ CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175561900 MAIL ADDRESS: STREET 1: 10 POST OFFICE SQUARE CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: BOSTON PRIVATE BANCORP INC DATE OF NAME CHANGE: 19920703 8-K 1 a20178-kshareholderresults.htm 8-K Document


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): April 27, 2017
Boston Private Financial Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
0-17089
04-2976299
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
Ten Post Office Square, Boston, Massachusetts 02109
(Address of principal executive offices)
(617) 912-1900
(Registrant's telephone number, including area code)
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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
o    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.     o    







Item 5.07    Submission of Matters to a Vote of Security Holders.
At the 2017 Annual Meeting of Shareholders of Boston Private Financial Holdings, Inc. (the “Company”) held on April 27, 2017, Clayton G. Deutsch, Mark F. Furlong, Joseph C. Guyaux, Deborah F. Kuenstner, Gloria C. Larson, John Morton III, Daniel P. Nolan, Kimberly S. Stevenson, Stephen M. Waters, Donna C. Wells, and Lizabeth H. Zlatkus were elected to serve until the Company’s 2018 Annual Meeting of Shareholders and until their successors are duly elected and qualified. In addition, at the meeting, the shareholders (a) approved an advisory, non-binding, resolution on the compensation of the Company’s named executive officers as disclosed in the Company’s 2017 Proxy Statement; (b) selected a frequency of every year for future shareholder advisory votes to approve the compensation of the Company’s named executive officers; and (c) ratified the selection of KPMG, LLP as the Company’s independent registered public accounting firm for fiscal year 2017.

The voting results are set forth below.
(1)     Election of directors:
Director Nominee
 
For
 
Withheld
 
Broker Non-Votes
Clayton G. Deutsch
 
72,510,418

 
653,874

 
5,470,005

Mark F. Furlong
 
72,914,438

 
249,854

 
5,470,005

Joseph C. Guyaux
 
72,549,066

 
615,226

 
5,470,005

Deborah F. Kuenstner
 
72,060,696

 
1,103,596

 
5,470,005

Gloria C. Larson
 
72,660,083

 
504,209

 
5,470,005

John Morton III    
 
72,911,460

 
252,832

 
5,470,005

Daniel P. Nolan
 
72,686,253

 
478,039

 
5,470,005

Kimberly S. Stevenson
 
72,884,499

 
279,793

 
5,470,005

Stephen M. Waters
 
72,324,112

 
840,180

 
5,470,005

Donna C. Wells
 
72,914,592

 
249,700

 
5,470,005

Lizabeth H. Zlatkus
 
72,700,546

 
463,746

 
5,470,005


(2)
Approval of an advisory, non-binding resolution on the compensation of the Company’s named executive officers:
For
 
Against
 
Abstain
 
Broker Non-Votes
68,433,156
 
4,077,598
 
653,537
 
5,470,006

(3)     Selection of the frequency of future shareholder advisory votes to approve the compensation of the Company’s named executive officers:
1 Year
57,803,245

2 Years
630,886

3 Years
14,681,100

Abstain
49,062

Broker Non-Votes
5,470,004







(4)     Ratification of the selection of KPMG, LLP as the Company’s independent registered public accounting firm for fiscal 2017:
For
 
Against
 
Abstain
 
Broker Non-Votes
78,155,939
 
459,458
 
18,900
 
0

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
    
 
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
 
 
 
 
By:
/S/ DAVID J. KAYE
 
Name:
David J. Kaye
 
Title:
Chief Financial and Administrative Officer
Date May 1, 2017