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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): December 22, 2020 (December 17, 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.)

  

18 E. Dover St., Easton, MD 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 SHBI NASDAQ

  

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 December 22, 2020, Shore Bancshares, Inc. (the “Company”), the holding company for Shore United Bank (the “Bank”), issued a press release announcing the appointment of Dawn M. Willey as a member of the Boards of Directors (the “Boards”) of the Company and Bank. The Boards of the Company and Bank, upon the recommendation of the Company’s Nominating and Governance Committee, approved the appointment of Mrs. Willey on December 17, 2020. Mrs. Willey is considered an independent director under the applicable Securities and Exchange Commission and NASDAQ rules, and will serve as a Class II director of the Company’s Board of Directors.

 

There are no arrangements or understandings between Mrs. Willey and any other person pursuant to which she was selected as director. Mrs. Willey will receive the same compensation as currently paid to the Company’s and Bank’s other Board members.

 

Additional details may be found in the December 22, 2020 press release attached as Exhibit 99.1 hereto.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

99.1 Press Release, dated December 22, 2020
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.

 

 

 

  SHORE BANCSHARES, INC.
   
Dated: December 22, 2020 By:  /s/ Lloyd L. Beatty, Jr.
    Lloyd L. Beatty, Jr.
President and Chief Executive Officer

 

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