x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014 | |
OR | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
Commonwealth of Massachusetts | 04-2976299 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
Ten Post Office Square Boston, Massachusetts | 02109 | |
(Address of principal executive offices) | (Zip Code) | |
(Registrant’s telephone number, including area code): (617) 912-1900 |
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock | The NASDAQ Stock Market LLC | |
Depositary Shares Each Representing a 1/40th Interest in a Share of 6.95% Non-Cumulative Perpetual Preferred Stock, Series D | The NASDAQ Stock Market LLC | |
Warrants to Purchase Shares of Common Stock, and Underlying Shares of Common Stock, Par Value $1.00 Per Share | The NASDAQ Stock Market LLC |
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Exhibit Number | Description | Incorporated by Reference | |||||||||
Form | SEC Filing Date | Exhibit Number | Filed or Furnished with this 10-K/A | ||||||||
3.1 | Restated Articles of Organization of Boston Private Financial Holdings, Inc. | 8-K | 8/2/2010 | 3.1 | |||||||
3.2 | Amended and Restated By-Laws of Boston Private Financial Holdings, Inc. | 8-K | 8/2/2010 | 3.2 | |||||||
3.3 | Articles of Amendment of Boston Private Financial Holdings, Inc. | 8-K | 5/2/2012 | 3.1 | |||||||
3.4 | Articles of Amendment of Boston Private Financial Holdings, Inc. | 8-K | 4/22/2013 | 3.1 | |||||||
3.5 | Articles of Amendment of Boston Private Financial Holdings, Inc. | 8-A | 4/24/2013 | 3.5 | |||||||
4.1 | Form of Warrant for Purchase of Shares of Common Stock (included as part of Exhibit 10.47) | 8-A | 2/2/2011 | 4.1 | |||||||
4.2 | Master Deposit Agreement, dated April 24, 2013, by and among the Registrant, Computershare Trust Company, N.A., and Computershare Inc., collectively, as depositary, and the holders from time to time of the depositary receipts described therein. | 8-A | 4/24/2013 | 4.1 | |||||||
4.3 | Form of Certificate Representing Series D Preferred Stock | 8-A | 4/24/2013 | 4.2 | |||||||
*10.1 | Employee Incentive Stock Option Plan of Boston Private Financial Holdings, Inc. | S-1 | 4/1/1991 | 10.1 | |||||||
*10.2 | Employee Incentive Compensation Plan of Boston Private Financial Holdings, Inc. | S-1 | 4/1/1991 | 10.2 | |||||||
*10.3 | Boston Private Financial Holdings, Inc. 2001 Employee Stock Purchase Plan (As Amended and Restated as of January 1, 2010) | 10-Q | 5/7/2010 | 10.1 | |||||||
*10.4 | Boston Private Financial Holdings, Inc. 2006 Non-Qualified Employee Stock Purchase Plan | S-8 | 6/2/2006 | 99.1 | |||||||
*10.5 | 1998 Amendment and Restatement of Directors’ Stock Option Plan of Boston Private Financial Holdings, Inc., as amended February 7, 2003 | 10-K | 3/12/2004 | 10.21 | |||||||
*10.6 | Boston Private Financial Holdings, Inc. 2004 Stock Option and Incentive Plan | S-8 | 6/15/2004 | 99.1 |
Exhibit Number | Description | Incorporated by Reference | |||||||||
Form | SEC Filing Date | Exhibit Number | Filed or Furnished with this 10-K/A | ||||||||
*10.7 | Form of Non-Qualified Stock Option Agreement for Employees under the Boston Private Financial Holdings, Inc. 2004 Stock Option and Incentive Plan | 8-K | 12/20/2006 | 10.1 | |||||||
*10.8 | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Boston Private Financial Holdings, Inc. 2004 Stock Option and Incentive Plan | 8-K | 12/20/2006 | 10.2 | |||||||
*10.9 | Form of Restricted Stock Award under the Boston Private Financial Holdings, Inc. 2004 Stock Option and Incentive Plan | 8-K | 12/20/2006 | 10.3 | |||||||
*10.10 | Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan | S-8 | 5/14/2009 | 99.1 | |||||||
*10.11 | Form of Non-Qualified Stock Option Agreement for Employees under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan | 10-K | 3/13/2012 | 10.11 | |||||||
*10.12 | Form of Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan | 10-Q | 8/7/2009 | 10.3 | |||||||
*10.13 | Form of Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan | 10-K | 3/11/2011 | 10.13 | |||||||
*10.14 | Form of Amendment to Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan | 10-K | 3/11/2011 | 10.14 | |||||||
*10.15 | Form of Non-Qualified Stock Option Agreement for Employees under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan | 10-Q | 8/5/2011 | 10.4 | |||||||
*10.16 | Form of Restricted Stock Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan | 10-Q | 8/5/2011 | 10.2 | |||||||
*10.17 | Form of Performance Restricted Stock Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan | 10-Q | 8/5/2011 | 10.3 | |||||||
*10.18 | Form of Restricted Stock Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan | 10-Q | 5/8/2012 | 10.1 | |||||||
*10.19 | Form of Performance Stock Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan | 10-Q | 5/8/2012 | 10.2 | |||||||
*10.20 | Form of Stock Option Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan | 10-Q | 5/8/2012 | 10.3 | |||||||
*10.21 | Boston Private Financial Holdings, Inc. Amended and Restated 1997 Long-Term Incentive Plan | 10-K | 3/13/2002 | 10.16 | |||||||
*10.22 | Boston Private Financial Holdings, Inc. Deferred Compensation Plan, As Amended and Restated as of January 1, 2009 | 10-K | 3/12/2010 | 10.44 | |||||||
*10.23 | Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan | 8-K | 6/8/2010 | 10.2 | |||||||
*10.24 | First Amendment to Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan | 8-K | 8/2/2010 | 10.1 | |||||||
*10.25 | Inducement Restricted Stock Award Agreement Under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, dated August 2, 2010, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch | 8-K | 8/2/2010 | 10.2 | |||||||
*10.26 | Time-Based Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, dated August 2, 2010, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch | 8-K | 8/2/2010 | 10.3 | |||||||
*10.27 | Vesting Clarification Letter, dated March 8, 2012, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch | 10-K | 3/13/2012 | 10.25 |
Exhibit Number | Description | Incorporated by Reference | |||||||||
Form | SEC Filing Date | Exhibit Number | Filed or Furnished with this 10-K/A | ||||||||
*10.28 | 2009 Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, dated August 2, 2010, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch | 8-K | 8/2/2010 | 10.4 | |||||||
*10.29 | Amendment to 2009 Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, dated March 10, 2011, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch | 10-K | 3/11/2011 | 10.22 | |||||||
*10.30 | 2010 Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, dated August 2, 2010, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch | 8-K | 8/2/2010 | 10.5 | |||||||
*10.31 | Amendment to 2010 Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, dated March 10, 2011, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch | 10-K | 3/11/2011 | 10.24 | |||||||
*10.32 | Boston Private Financial Holdings, Inc. Executive Bonus Plan | 8-K | 2/3/2009 | 10.4 | |||||||
*10.33 | Annual Executive Incentive Plan of Boston Private Financial Holdings, Inc. | 8-K | 5/2/2011 | 99.1 | |||||||
*10.34 | Employment Agreement, dated June 7, 2010, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch | 8-K | 6/8/2010 | 10.1 | |||||||
*10.35 | Employment Agreement dated March 29, 2011 by and between Boston Private Financial Holdings, Inc. and Mark D. Thompson | 8-K | 3/31/2011 | 10.1 | |||||||
*10.36 | Vesting Clarification Letter, dated March 8, 2012, by and between Boston Private Financial Holdings, Inc. and Mark D. Thompson | 10-K | 3/13/2012 | 10.13 | |||||||
*10.37 | Change in Control Protection Agreement, dated November 21, 2003, by and between Boston Private Financial Holdings, Inc. and Margaret W. Chambers | 10-K | 3/15/2005 | 10.24 | |||||||
*10.38 | Change in Control Protection Agreement, dated January 28, 2009, by and between Boston Private Financial Holdings, Inc. and David J. Kaye | 8-K | 2/3/2009 | 10.2 | |||||||
*10.39 | Letter Agreement, dated July 3, 2007, by and between Boston Private Financial Holdings, Inc. and David J. Kaye | 10-Q | 11/6/2009 | 10.1 | |||||||
*10.40 | Change in Control Protection Agreement, dated January 28, 2009, by and between Boston Private Financial Holdings, Inc. and Martha T. Higgins | 8-K | 2/3/2009 | 10.3 | |||||||
10.41 | Indenture, dated October 12, 2004, between Boston Private Financial Holdings, Inc. and Sun Trust Bank, as debenture trustee | 8-K | 10/15/2004 | 10.1 | |||||||
10.42 | Guarantee Agreement, dated as of October 12, 2004, by Boston Private Financial Holdings, Inc. and Sun Trust Bank, as trustee, for the benefit of the holders from time to time of the Trust Preferred Securities and Trust Common Securities of Boston Private Capital Trust I | 8-K | 10/15/2004 | 10.2 | |||||||
10.43 | Amended and Restated Declaration of Trust of Boston Private Capital Trust I, dated October 12, 2004 | 8-K | 10/15/2004 | 10.3 | |||||||
10.44 | Indenture, dated September 27, 2005, between Boston Private Financial Holdings, Inc. and Wilmington Trust Company, as debenture trustee | 8-K | 9/30/2005 | 10.1 | |||||||
10.45 | Guarantee Agreement, dated as of September 27, 2005, by Boston Private Financial Holdings, Inc. and Wilmington Trust Company, as trustee, for the benefit of the holders from time to time of the Capital Securities of Boston Private Capital Trust II | 8-K | 9/30/2005 | 10.2 | |||||||
10.46 | Amended and Restated Declaration of Trust of Boston Private Capital Trust II, dated September 27, 2005 | 8-K | 9/30/2005 | 10.3 |
Exhibit Number | Description | Incorporated by Reference | |||||||||
Form | SEC Filing Date | Exhibit Number | Filed or Furnished with this 10-K/A | ||||||||
10.47 | Warrant Agreement, dated February 1, 2011, among Boston Private Financial Holdings, Inc., Computershare, Inc. and Computershare Trust Company, N.A. | 8-A | 2/2/2011 | 4.1 | |||||||
10.48 | Separation Agreement, dated October 10, 2012, by and between the Company and James D. Dawson | 8-K | 11/2/2012 | 10.1 | |||||||
*10.49 | Employment Agreement dated, October 2, 2014, by and between BP Wealth Management LLC, Boston Private Bank & Trust Company, and Peter J. Raimondi | Filed | |||||||||
*10.50 | Letter Agreement, dated May 1, 2014, by and between Boston Private Financial Holdings, Inc. and Corey A. Griffin | Filed | |||||||||
14.1 | Code of Business Conduct and Ethics | 10-K | 2/28/2014 | 14.1 | |||||||
21.1 | List of Subsidiaries of Boston Private Financial Holdings, Inc. | 10-K | 3/2/2015 | 21.1 | |||||||
23.1 | Consent of KPMG LLP, an independent registered public accounting firm | Filed | |||||||||
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a - 14(a)/15d - 14(a) under the Securities Exchange Act of 1934 | Filed | |||||||||
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a - 14(a)/15d - 14(a) under the Securities Exchange Act of 1934 | Filed | |||||||||
32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 3/2/2015 (Furnished) | 32.1 | |||||||
32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 3/2/2015 (Furnished) | 32.2 | |||||||
101.INS | XBRL Instance Document | 10-K | 3/2/2015 (Furnished) | 101.INS | |||||||
101.SCH | XBRL Taxonomy Extension Schema Document | 10-K | 3/2/2015 (Furnished) | 101.SCH | |||||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | 10-K | 3/2/2015 (Furnished) | 101.CAL | |||||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | 10-K | 3/2/2015 (Furnished) | 101.DEF | |||||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | 10-K | 3/2/2015 (Furnished) | 101.LAB | |||||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | 10-K | 3/2/2015 (Furnished) | 101.PRE | |||||||
BOSTON PRIVATE FINANCIAL HOLDINGS, INC. | ||
By: | /s/ CLAYTON G. DEUTSCH | |
Clayton G. Deutsch | ||
Chief Executive Officer and President (Principal Executive Officer) |