UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 20, 2023, Shore Bancshares, Inc., a Maryland corporation (“SHBI” or the “Company”), held a special meeting of its shareholders (the “Special Meeting”) virtually via live audio webcast, to consider and vote upon (i) a proposal to approve the merger of The Community Financial Corporation, a Maryland corporation (“TCFC”), with and into the Company, with the Company as the surviving corporation (the “Merger”), and the issuance of shares of SHBI’s common stock to the shareholders of TCFC pursuant to that certain Agreement and Plan of Merger, dated as of December 14, 2022 (the “Merger Agreement”), by and between SHBI and TCFC (the “Merger and Share Issuance Proposal”), and (ii) a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger and Share Issuance Proposal (the “Adjournment Proposal”). As described below, there were sufficient shares of SHBI common stock present in person or by proxy and voted at the Special Meeting in favor of the first proposal to approve the Merger and Share Issuance Proposal, and as a result, the Adjournment Proposal was not considered or voted upon at the Special Meeting. The following are the voting results of the Special Meeting.
On May 2, 2023, the record date for the Special Meeting, there were 19,897,410 shares of SHBI common stock issued, outstanding and entitled to vote. Shareholders holding 16,252,981 shares of SHBI common stock were present at the Special Meeting, in person or represented by proxy, constituting a quorum.
| 1. | Approval of the Merger and Share Issuance Proposal* |
|
For |
Against | Abstain | Broker Non-Votes |
| 14,650,547 | 1,554,312 | 48,122 | ¾ |
*The affirmative vote of at least a majority of the outstanding shares of SHBI common stock entitled to vote at the Special Meeting was required to approve the Merger and Share Issuance Proposal. Abstentions and broker non-votes were not counted as votes cast, but were treated as present for quorum purposes.
| Item 7.01. | Regulation FD Disclosure. |
On June 20, 2023, SHBI and TCFC issued a joint press release announcing that, at special meetings of their respective shareholders held on June 20, 2023, SHBI’s shareholders approved the Merger and Share Issuance Proposal, and TCFC’s shareholders approved (i) the proposal to approve the Merger Agreement and the Merger and (ii) the proposal to approve, on a non-binding advisory basis, the compensation payable to the named executive officers of TCFC in connection with the Merger. Subject to customary closing conditions, the Merger is expected to be consummated effective as of July 1, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated into this Item 7.01 by reference.
Information contained in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange 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
Exhibit Number | ||
| 99.1 | Joint Press Release, dated June 20, 2023 | |
| 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: June 20, 2023 | By: | /s/ Lloyd L. Beatty, Jr. |
| Lloyd L. Beatty, Jr. | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
Shore Bancshares, Inc. and The Community Financial Corporation Announce Receipt of Shareholder Approval for Merger of Equals
Easton, Maryland and Waldorf, Maryland, June 20, 2023 – Shore Bancshares, Inc. (NASDAQ: SHBI) (“SHBI”), the financial holding company of Shore United Bank, N.A. (“Shore United Bank”), and The Community Financial Corporation (NASDAQ: TCFC) (“TCFC”), the bank holding company of Community Bank of the Chesapeake, a Maryland-chartered commercial bank (“CBC”), announced today that, at special meetings of their respective shareholders held on June 20, 2023, SHBI’s shareholders approved the merger of TCFC with and into SHBI, with SHBI as the surviving corporation (the “Merger”), and the issuance of shares of SHBI’s common stock to the shareholders of TCFC pursuant to an Agreement and Plan of Merger, dated as of December 14, 2022 (the “Merger Agreement”), by and between SHBI and TCFC, and TCFC’s shareholders approved the Merger Agreement, the Merger, and the compensation payable to the named executive officers of TCFC in connection with the Merger.
SHBI and TCFC previously announced the receipt of all required bank regulatory approvals for the consummation of the Merger and the merger of CBC, TCFC’s wholly-owned bank subsidiary, with and into Shore United Bank, SHBI’s wholly-owned bank subsidiary, with Shore United Bank as the surviving institution. Subject to customary closing conditions, the transaction is expected to be consummated effective as of July 1, 2023.
Lloyd L. Beatty, Jr., President and Chief Executive Officer of SHBI, commented, “The receipt of shareholder approval marks an important milestone for our combination of two well-known financial services brands in Maryland. The support for the transaction by each company’s respective shareholder bases is evidenced by an overwhelming amount of voted shares voting in favor of the proposals required to effect the combination, which we expect will create meaningful shareholder value as it expands opportunities for our customers, employees, and communities.”
James M. (“Jimmy”) Burke, President and Chief Executive Officer of TCFC, commented, “Today’s vote brings us one step closer to creating one of the leading community banks headquartered in Maryland. We look forward to providing additional updates to our stakeholders as we continue to meticulously plan for the joining of our two similar-minded organizations.”
About SHBI
SHBI is the largest independent financial holding company headquartered on the Eastern Shore of Maryland. It is the parent company of Shore United Bank. Shore United Bank operates 30 full-service branches, 32 ATMs, 5 loan production offices, and provides a full range of commercial and consumer banking products and services to individuals, businesses, and other organizations in Anne Arundel County, Baltimore County, Caroline County, Dorchester County, Howard County, Kent County, Queen Anne’s County, Talbot County and Worcester County in Maryland, Kent County and Sussex County in Delaware and in Accomack County, Virginia. SHBI engages in trust and wealth management services through Wye Financial Partners, a division of Shore United Bank.
About TCFC
Headquartered in Waldorf, Maryland, TCFC is the bank holding company for CBC, a full-service commercial bank with assets of approximately $2.4 billion as of March 31, 2023. Through its branch offices and commercial lending centers, CBC offers a broad range of financial products and services to individuals and businesses. TCFC’s branches are located at its main office in Waldorf, Maryland, and branch offices in Bryans Road, Dunkirk, Leonardtown, La Plata, Charlotte Hall, Prince Frederick, Lusby and California, Maryland; and Fredericksburg - Downtown and Fredericksburg - Harrison Crossing, Virginia.
FORWARD-LOOKING STATEMENTS
This Press Release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of SHBI and TCFC. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on SHBI’s and TCFC’s current expectations and assumptions regarding SHBI’s and TCFC’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Any number of risks, uncertainties, or other factors could affect SHBI’s or TCFC’s future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against SHBI or TCFC; delays in completing the Merger; the failure to satisfy any conditions to the Merger on a timely basis or at all, including the ability of SHBI and TCFC to meet expectations regarding the timing, completion and accounting and tax treatments of the Merger; the possibility that the anticipated benefits of the Merger are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where SHBI and TCFC do business; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the possibility that revenues following the Merger may be lower than expected; the impact of certain restrictions during the pendency of the Merger on the parties’ ability to pursue certain business opportunities and strategic transactions; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger; the ability to complete the Merger and integration of SHBI and TCFC successfully; the dilution caused by SHBI’s issuance of additional shares of its capital stock in connection with the Merger; and the potential impact of general economic, political or market factors on the companies or the Merger and other factors that may affect future results of SHBI or TCFC. Except to the extent required by applicable law or regulation, each of SHBI and TCFC disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding SHBI, TCFC and factors which could affect the forward-looking statements contained herein can be found in SHBI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Report on Form 10-Q for the period ended March 31, 2023, and its other filings with the SEC, and in TCFC’s Annual Report on Form 10-K and Amendment No. 1 to TCFC’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, TCFC’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 and its other filings with the SEC. SEC filings are available free of charge on the SEC’s website at www.sec.gov.
For additional information or questions, please contact:
Lloyd L. “Scott” Beatty, Jr.
President and Chief Executive Officer
Shore Bancshares, Inc.
(410) 763-7800
Vance Adkins
Chief Financial Officer
Shore Bancshares, Inc.
(410) 763-7800
James M. Burke
President and Chief Executive Officer
The Community Financial Corporation
(301) 645-5601
Todd L. Capitani
Chief Financial Officer
The Community Financial Corporation
(301) 645-5601
Cover |
Jun. 20, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 20, 2023 |
| 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, par value $0.01 per share |
| Trading Symbol | SHBI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |