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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): March 16, 2022 (March 11, 2022)
SILVERGATE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Maryland | 001-39123 | 33-0227337 |
(State or other jurisdiction of | (Commission file number) | (IRS Employer |
incorporation or organization) | | Identification No.) |
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:
| | | | | | | | |
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Class A Common Stock, par value $0.01 per share | SI | New York Stock Exchange |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A | SI PRA | New York Stock Exchange |
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 March 16, 2022, Silvergate Capital Corporation (the “Company”), the holding company for Silvergate Bank (the “Bank”), issued a press release announcing the appointment of Rebecca Rettig as a member of the boards of directors (the “Boards”) of the Company and the Bank.
Ms. Rettig is considered an independent director under the applicable Securities and Exchange Commission and New York Stock Exchange rules, will serve as a Class I director on the Company's Board, and will be subject to re-election at the Company's annual meeting of stockholders to be held in June 2022. There are no arrangements or understandings between Ms. Rettig and any other person pursuant to which she was selected as a director. Ms. Rettig will receive the same compensation as currently paid to the Company’s and the Bank’s other Board members.
ITEM 7.01 REGULATION FD DISCLOSURE.
A copy of the press release issued by the Company on March 16, 2022 regarding Ms. Rettig’s appointment as a director of the Company and the Bank, as described in Item 5.02 above, is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filings of the Company made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing..
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
| | | | | |
| Number | Description |
| |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
| | |
| Date: | March 16, 2022 | By: | /s/ Alan J. Lane |
| | | Alan J. Lane
President and Chief Executive Officer |
Silvergate Announces Appointment of Rebecca Rettig to Board of Directors
03/16/2022
LA JOLLA, Calif. -- (BUSINESS WIRE) -- Silvergate Capital Corporation (the “Company” or “Silvergate”) (NYSE:SI), the leading provider of innovative financial infrastructure solutions to the digital currency industry, today announced the appointment of Rebecca Rettig to the board of directors for both the Company and its subsidiary bank, Silvergate Bank.
“I am honored to join Silvergate’s board at this moment of evolution in the bank’s history and the digital asset ecosystem,” said Rebecca Rettig. “I look forward to working with Silvergate’s leadership and my fellow board members to strengthen the Company’s leadership position in this evolving and innovative industry.”
“Rebecca’s broad wealth of knowledge in the blockchain and digital currency space make her a valuable addition to our board,” said Alan J. Lane, President and CEO of Silvergate. “Her experience will support us as we continue to provide innovative solutions to the rapidly growing digital currency industry.”
Ms. Rettig is the General Counsel of the Aave Companies, a group of software development companies that build open-source, blockchain-based software. She began her legal career in 2006 at Cravath, Swaine & Moore LLP in New York, litigating complex commercial disputes. Prior to joining the Aave Companies in March 2021, Ms. Rettig was a partner at Manatt, Phelps & Phillips LLP in the financial services group, representing blockchain and digital currency clients. With unique and deep-rooted expertise representing companies at the forefront of the financial services industry’s digital transformation, Ms. Rettig represented blockchain clients in all aspects of litigation and regulatory enforcement proceedings as well as in regulatory licensing matters and before regulators. Ms. Rettig holds a Bachelor’s degree in History and English from Stanford University, a Master’s degree from the London School of Economics and Political Science, and a Juris Doctor degree from Columbia Law School.
About Silvergate
Silvergate Capital Corporation (NYSE: SI) is the leading provider of innovative financial infrastructure solutions and services for the growing digital currency industry. The Company’s real-time payments platform, known as the Silvergate Exchange Network, is at the heart of its customer-centric suite of payments, lending and funding solutions serving an expanding class of digital currency companies and investors around the world. Silvergate is enabling the rapid growth of digital currency markets and reshaping global commerce for a digital currency future.
