UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): August 2, 2022 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission file number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
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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) |
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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 |
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
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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 July 27, 2022, the Board of Directors of Shore Bancshares, Inc. (the “Company”), upon the recommendation of its Nominating and Governance Committee, approved the appointment of Ms. Esther A. Streete as a member of the Company’s Board of Directors. Ms. Streete will also serve on the Board of Directors of Shore United Bank, N.A., the Company’s wholly-owned bank subsidiary (the “Bank”), with both appointments effective August 1, 2022.
Ms. Streete is considered an independent director under the applicable Securities and Exchange Commission and NASDAQ rules. She will serve as a Class I director of the Company’s Board of Directors. Ms. Streete has not yet been appointed to serve on any Board committee, though it is anticipated that she will be appointed to serve on the Company's Audit Committee.
There are no transactions that would be required to be reported under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Ms. Streete and any other person pursuant to which she was selected as director. Ms. Streete will receive the same compensation as currently paid to the Company’s and the Bank’s other board members.
In connection with Ms. Streete’s appointment to the Company’s Board of Directors and the Bank’s Board of Directors and in accordance with the Company’s Amended and Restated Articles of Incorporation, as supplemented, and Amended and Restated Bylaws, the Company's Board and the Bank's Board were each expanded from fourteen (14) directors to fifteen (15) directors.
Item 7.01. Regulation FD Disclosure.
A copy of the press release issued by the Company on August 2, 2022 regarding the director appointment described in Item 5.02 above is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Information contained herein, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 | Press Release, dated August 2, 2022 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: August 2, 2022 | By: | /s/ Lloyd L. Beatty, Jr. |
Lloyd L. Beatty, Jr. President and Chief Executive Officer |
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Exhibit 99.1
Shore Bancshares, Inc. Announce New Board Member
Easton, Maryland (8/2/2022) - Shore Bancshares, Inc. (the “Company”) (NASDAQ: SHBI) today announced the appointment of Esther A. Streete as a director of both the Company and Shore United Bank, N.A., the Company’s wholly-owned bank subsidiary (the "Bank"), effective August 1, 2022.
Ms. Streete is an independent director pursuant to applicable NASDAQ rules and has no material relationship with the Company or the Bank. This director appointment brings the total number of directors to 15 for both the Company and the Bank.
“We are very pleased to add Esther to our Board of Directors,” said Lloyd L. “Scott” Beatty, Jr., President and Chief Executive Officer. “She brings significant financial and legal service experience to our board with particular expertise in taxation. Her extraordinary background will diversify and enhance the skills and perspectives represented on our Board, which we believe is essential for effective strategic planning and value creation for all of our stakeholders.”
Esther A. Streete
Ms. Streete is a Principal at McNamee Hosea, a full-service Maryland business law firm. She is a Certified Public Accountant (CPA) and an attorney who specializes in tax, estate & business planning, business succession planning, estate administration, probate and trust administration. Ms. Streete has affiliations with the Maryland Association of Certified Public Accountants, Maryland State Bar Association, and Anne Arundel County Bar Association.
Ms. Streete holds a B.S. from Frostburg State University, a J.D. from the University of Maryland School of Law and an LL.M. in Taxation from the University of Baltimore School of Law.
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.
Forward-Looking Statements
The statements contained herein that are not historical facts are forward-looking statements (as defined by the Private Securities Litigation Reform Act of 1995) based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. These statements are evidenced by terms such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions. Although these statements reflect management’s good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. These projections involve risk and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions; geopolitical concerns, including the ongoing war in Ukraine; the magnitude and duration of the COVID-19 pandemic and related variants and mutations and their impact on the global economy and financial market conditions and our business, results of operations, and financial condition; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System; inflation/deflation, interest rate, market, and monetary fluctuations; volatility and disruptions in global capital and credit markets; the transition away from USD LIBOR and uncertainty regarding potential alternative reference rates, including SOFR; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services; the impact of changes in financial services policies, laws, and regulations, including those concerning taxes, banking, securities, and insurance, and the application thereof by regulatory bodies; cybersecurity threats and the cost of defending against them, including the costs of compliance with potential legislation to combat cybersecurity at a state, national, or global level; and other factors that may affect our future results. For a discussion of these risks and uncertainties, see the section of the periodic reports filed by Shore Bancshares, Inc. with the Securities and Exchange Commission entitled “Risk Factors”.
For further information contact: Edward Allen, Executive Vice President, Chief Financial Officer,
410-763-7800
Cover |
Jul. 27, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jul. 27, 2022 |
Entity File Number | 000-22345 |
Entity Registrant Name | SHORE BANCSHARES, INC. |
Entity Central Index Key | 0001035092 |
Entity Tax Identification Number | 52-1974638 |
Entity Incorporation, State or Country Code | MD |
Entity Address, Address Line One | 18 E. Dover St. |
Entity Address, City or Town | Easton, |
Entity Address, State or Province | MD |
Entity Address, Postal Zip Code | 21601 |
City Area Code | 410 |
Local Phone Number | 763-7800 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock |
Trading Symbol | SHBI |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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