0000821127-17-000080.txt : 20170912 0000821127-17-000080.hdr.sgml : 20170912 20170912162101 ACCESSION NUMBER: 0000821127-17-000080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170911 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170912 DATE AS OF CHANGE: 20170912 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: 171081340 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 a2017q38-knewdirectorsfili.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): September 11, 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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 11, 2017, the Board of Directors of Boston Private Financial Holdings, Inc. (the “Company”) elected Luis A. Ubinas to the Board of Directors. Mr. Ubinas will also serve as a director on the board of directors of Boston Private Bank & Trust Company (the “Bank”). Mr. Ubinas will serve as a member of the Compensation, Governance and Executive Committees and the Risk Management Committees of the Company’s and the Bank’s boards of directors.
There is no arrangement or understanding between Mr. Ubinas and any other persons pursuant to which he was selected as a director.
A copy of the press release issued by the Company is filed herewith as Exhibit 99.1 and is incorporated by reference herein.


Item 8.01.     Other Events
On September 11, 2017, the Board of Directors of the Company elected Jacqueline S. Shoback to the board of directors of the Bank. Ms. Shoback will continue to serve as Executive Vice President, Chief Client Development Officer of the Company and the Bank.
There is no arrangement or understanding between Ms. Shoback and any other persons pursuant to which she was selected as a director.


Item 9.01.
Financial Statements and Exhibits.

Exhibit 99.1    Press Release of the Company dated September 12, 2017.








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:
Executive Vice President, Chief
Financial and Administrative Officer
Date: September 12, 2017
 
 






EXHIBIT INDEX




EX-1.99.1 2 exhibit991newdirectorpress.htm EXHIBIT 1.99.1 Exhibit


EXHIBIT 99.1


BOSTON PRIVATE APPOINTS LUIS A. UBIÑAS TO ITS
BOARD OF DIRECTORS


BOSTON, MASS. - (SEPTEMBER 12, 2017) - Boston Private Financial Holdings, Inc. [NASDAQ: BPFH] today announced the appointment of Luis A. Ubiñas to its Board of Directors as of September 11, 2017. Mr. Ubiñas was also elected to the Board of Boston Private Bank & Trust Company, a wholly-owned banking subsidiary of the Company.

“Luis has an exceptional track record of success in both the philanthropic and private sectors, and has terrific experience serving as a board member for both public and private companies,” said Clayton G. Deutsch, Chief Executive Officer of Boston Private. “He is a proven strategic thinker, change agent and developer of organizations. He also has sophisticated public company governance experience. In addition, Luis has deep experience in the marketing and media arenas, which will help the Board guide us as we implement digital transformation within our Company. We are extremely pleased to welcome him to the Boston Private boards. We look forward to his contributions and guidance as we continue to execute on our strategy in key markets across the U.S.”

Mr. Ubiñas served as president of the Ford Foundation from 2008 through 2013, leading a broad-based restructuring of the organization that included a strategic resetting of its programs, reinvestment of over 80% of the endowment and a rebuilding of facilities and systems. Prior to joining the Ford Foundation, he was a Director at McKinsey & Company, leading the firm’s media practice on the West Coast. He is currently President of the Board of Trustees of the Pan American Development Foundation, and serves on several multilateral, governmental and nonprofit boards and advisory committees, including the Advisory Board of the United Nations Fund for International Partnerships, and the New York Public Library and Statue of Liberty-Ellis Island Foundation boards. In the private sector, Luis serves on the boards of Electronic Arts, CommerceHub, GFR Media and Shorelight Education.

Mr. Ubiñas is a graduate of Harvard College, where he graduated magna cum laude and was named a Truman Scholar, and Harvard Business School, where he was a Baker Scholar, graduating with highest honors. He is a Fellow of the American Academy of Arts and Sciences and a member of the Council on Foreign Relations.

Boston Private Financial Holdings, Inc.
Boston Private Financial Holdings, Inc. is a national financial services organization that owns Wealth Management, Trust, and Private Banking affiliates with offices in Boston, New York, Los Angeles, San Francisco, San Jose, Florida, and Wisconsin. The Company has total assets of approximately $8 billion, and manages over $29 billion of client assets.






The Company's affiliates serve the high net worth marketplace with high quality products and services of unique appeal to private clients. The Company also provides strategic oversight and access to resources, both financial and intellectual, to support affiliate management, marketing, compliance and legal activities. (NASDAQ: BPFH)

For more information about BPFH, visit the Company's website at www.bostonprivate.com.

Forward-Looking Statements

Certain statements in this press release that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. These statements include, among others, statements regarding our strategy, and prospects for growth. You should not place undue reliance on our forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to significant risks, uncertainties and other factors which are, in some cases, beyond the Company's control. Forward-looking statements are based on the current assumptions and beliefs of management and are only expectations of future results. The Company's actual results could differ materially from those projected in the forward-looking statements due to many factors including changes in assumptions used in making such forward-looking statements, and the other risks and uncertainties detailed in the Company's Annual Report on Form 10-K and updated by the Company's Quarterly Reports on Form 10-Q and other filings submitted to the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

Media Contact:
Steve Brownell
(617) 912-4402
sbrownell@bostonprivate.com

Investor Contact:
Adam Bromley
(617) 912-4386
abromley@bostonprivate.com


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