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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): November 8, 2021 (November 3, 2021)
SILVERGATE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland
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001-39123
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33-0227337
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(State or other jurisdiction of
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(Commission file number)
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(IRS Employer
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incorporation or organization)
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Identification No.)
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4250 Executive Square, Suite 300, La Jolla, CA 92037
(Address of principal executive offices) (Zip Code)
(858) 362-6300
(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 obligations of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Class A Common Stock, par value $0.01 per share
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SI
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New York Stock Exchange
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Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A
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SI PRA
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New York Stock Exchange
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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).
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. ☒
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On November 3, 2021, Colleen Sullivan notified Silvergate Capital Corporation (the "Company") of her resignation from the boards of directors (the “Boards”) of the Company and its wholly-owned subsidiary, Silvergate Bank (the “Bank”), as well as from any committees of such Boards on which she served, effective as of November 6, 2021. Ms. Sullivan advised the Company that she has accepted an executive position at another company and is resigning due to her new commitments. Ms. Sullivan’s resignation was not the result of any dispute or disagreement with the Company, the Bank or the Boards on any matter relating to the operations, policies or practices of the Company or Bank.
In connection with the resignation of Ms. Sullivan, the Company’s Nominating and Corporate Governance Committee will commence a search for a qualified director candidate to fill the Boards’ vacancies, taking into consideration the need for continued diversity on the Boards.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SILVERGATE CAPITAL CORPORATION
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Date:
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November 8, 2021
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By:
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/s/ Alan J. Lane
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Alan J. Lane
President and Chief Executive Officer
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