UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Filed by a Party other than the Registrant ☐
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| ☐ Preliminary Proxy Statement |
☐ Confidential,for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ Definitive Proxy Statement |
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| ☒ Definitive Additional Materials |
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| ☐ Soliciting Material Pursuant to § 240.14a-12 |
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SVB FINANCIAL GROUP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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*** Exercise Your Right to Vote ***Important Notice Regarding the Availability of Proxy Materials for theShareholder Meeting to Be Held on April 25, 2019.SVB FINANCIAL GROUPMeeting Type: Annual MeetingFor holders as of: February 25, 2019Date: April 25, 2019 Time: 4:30 p.m., Local TimeLocation: 3005 Tasman DriveSanta Clara, CA 95054You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.See the reverse side of this notice to obtain proxy materials and voting instructions.E57348-P16520
—Before You Vote—How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 11, 2019 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form. E57349-P16520
Voting Items TheBoard of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: 01) Greg W. Becker 02) Eric A. Benhamou 03) John S. Clendening 04) Roger F. Dunbar 05) Joel P. Friedman 06) Kimberly A. Jabal 07) Jeffrey N. Maggioncalda 08) Mary J. Miller 09) Kate D. Mitchell 10) John F. Robinson 11) Garen K. Staglin The Board of Directors recommends you vote FOR the following proposals: 2. To approve our Amended and Restated Certificate of Incorporation to eliminate cumulative voting in director elections. 2. To approve our Amended and Restated Certificate of Incorporation to eliminate cumulative voting in director elections. 4. To approve our 2006 Equity Incentive Plan, as amended and restated, to reserve an additional 2,500,000 shares of common stock for issuance thereunder and extend the expiration date of the Plan to April 24, 2029. 5. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2019. The Board of Directors recommends you vote AGAINST the following proposal: 6. A stockholder proposal regarding political contributions reporting. E57350-P16520
Voting Instructions E57351-P16520