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 | ||