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): April 7, 2020
SHORE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 000-22345 | 52-1974638 |
| (State or other jurisdiction of | (Commission file number) | (IRS Employer |
| incorporation or organization) | Identification No.) |
28969 Information Lane, Easton, Maryland 21601
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (410) 763-7800
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 |
| Common stock, par value $.01 per share | SHBI | Nasdaq Global Select Market |
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 8.01. Other Information.
On April 7, Shore Bancshares Inc., (the “Company”) issued a press release announcing that due to the current national pandemic, and recent executive order from the Governor of Maryland limiting the number of persons that may gather at public events, the Company has changed the location of its 2020 Annual Meeting of the Shareholders (the “Annual Meeting”). The Annual Meeting will now be held at the Company’s corporate headquarters located at 28969 Information Lane, Easton, Maryland 21601, on Wednesday, April 22, 2020 at 11:00 a.m. Call-in details to join a live audio presentation of the Annual Meeting are available on the Company's corporate website at www.shorebancshares.com.
Further information regarding the changes to the Annual Meeting and information to shareholders who plan on attending the meeting can be found in the additional proxy materials filed with the Securities and Exchange Commission and press release attached as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
The exhibits that are filed or furnished with this report are listed in the Exhibit Index that immediately follows, which list is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit | Description |
| Number | |
| 99.1 | Press Release, April 7, 2020 |
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.
| SHORE BANCSHARES, INC. | ||
| Dated: April 7, 2020 | By: | /s/ Lloyd L. Beatty, Jr. |
| Lloyd L. Beatty, Jr. President and Chief Executive Officer | ||
Exhibit 99.1
SHORE ANNOUNCES CHANGE IN LOCATION FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON WEDNESDAY, APRIL 22, 2020
EASTON, Md., Apr. 7, 2020 /PRNewswire/ -- Shore Bancshares, Inc. (NASDAQ: SHBI) (the “Company”) previously distributed to its shareholders of record as of February 4, 2020, a Notice of Annual Meeting of Shareholders (the “Notice”) under the Securities and Exchange Commission’s Notice and Access rules, announcing that its 2020 Annual Meeting of Shareholders (the “Annual Meeting”) was scheduled for Wednesday, April 22, 2020 at 11:00 a.m., local time, at The Tidewater House, 202 East Dover Street, Easton, Maryland 21601.
As a result of the current national pandemic, the previous meeting location is no longer available. In order to severely limit public exposure and in light of the recent executive order from the Governor of the State of Maryland limiting the number of persons that may gather at public events, the Company has determined to hold the meeting at the Company’s headquarters located at 28969 Information Lane, Easton, Maryland 21601, on Wednesday, April 22, 2020 at 11:00 a.m. The meeting will be conducted by those officers who are already working at the Company on a daily basis. The Company provided notice of a change to the location of the Annual Meeting of Shareholders via the filing of additional proxy materials with the Securities and Exchange Commission (the “SEC”).
The Company recommends that all shareholders follow the instructions provided in the distribution of the Notice to vote in advance of the Annual Meeting to ensure that your voice is heard on the matters before the shareholders. Call-in details to join a live audio presentation of the Annual Meeting are available on the Company's corporate website at www.shorebancshares.com. Routine legal requirements of the Annual Meeting will be carried out by a very limited number of officers from the Company, and the designated proxy representatives will cast ballots as your proxy votes indicate.
If the Company is unable to hold the Annual Meeting on April 22, 2020 as scheduled, the Company will notify shareholders of any changes to the date, time, and/or location of the Annual Meeting, including whether attendance will be allowed by remote communication, through the issuance of a press release and the filing of additional proxy materials with the SEC, both of which will be available on our corporate website at www.shorebancshares.com under the “Investor Relations” link and then under the “Governance Documents” link. For up-to-date information on the Annual Meeting, shareholders can contact W. David Morse, Secretary, at (410) 820-6867 or David.Morse@shoreunitedbank.com.
Shore Bancshares Information
Shore Bancshares is a financial holding company headquartered in Easton, Maryland and is the largest independent bank holding company located on Maryland's Eastern Shore. It is the parent company of Shore United Bank. Shore Bancshares engages in trust and wealth management services through Wye Financial Partners, a division of Shore United Bank.
Additional information is available at www.shorebancshares.com.
CONTACT: Edward Allen, Chief Financial Officer, 410-763-7800