8-K

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 30, 2015 (April 29, 2015)

SHORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Maryland	0-22345	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))

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Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Shore Bancshares, Inc. (the “Company”) held on April 29, 2015 (the “Annual Meeting”), the Company’s stockholders voted on: (i) the election of four director nominees (Proposal 1), (ii) the ratification of the appointment of the Company’s independent registered public accounting firm for fiscal year 2015 (Proposal 2); and (iii) the adoption of a non-binding advisory resolution approving the compensation of the Company’s named executive officers (Proposal 3). These matters were submitted to a vote through the solicitation of proxies. Each of the proposals is described in further detail in the Company’s Definitive Proxy Statement. Other than the three proposals addressed below and described in the Company’s Definitive Proxy Statement, no other proposal was submitted at the Annual Meeting for stockholder action. Each of the three proposals that were voted on at the Annual Meeting were approved by the Company’s stockholders. The results of the votes are set forth below:

Proposal 1 - To elect one Class II director to serve for a two-year term ending at the 2017 Annual Meeting of Stockholders and to elect three Class III directors to serve for a three-year term ending at the 2018 Annual Meeting of Stockholders.

Class II Director
	For	Withheld	Abstain	Broker Non-Votes
W. Moorehead Vermilye	7,088,303	209,383	89,660	3,004,079
Class III Directors
	For	Withheld	Abstain	Broker Non-Votes
David J. Bates	5,967,030	1,254,250	166,066	3,004,079
James A. Judge	6,082,812	1,151,842	152,692	3,004,079
Lloyd L. Beatty Jr.	7,132,256	103,254	151,836	3,004,079

Proposal 2 - To ratify the appointment of Stegman & Company as the Company’s independent registered public accounting firm for fiscal year 2015.

For	Against	Abstain	Broker Non-Votes
10,287,303	41,008	63,114	-

Proposal 3 - To adopt a non-binding advisory resolution approving the compensation of the Company’s named executive officers.

For	Against	Abstain	Broker Non-Votes
7,229,720	133,872	23,754	3,004,079

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Item 7.01 Regulation FD Disclosure.

The Company is filing an investor presentation (the “Presentation”), which was used by the Company’s Chairman of the Board, Christopher F. Spurry, the Company’s President and Chief Executive Officer, Lloyd L. Beatty, Jr., and the Company’s Vice President and Chief Financial Officer, George S. Rapp, for a presentation to the Company’s stockholders at the Annual Meeting held on April 29, 2015. The Presentation replaces and supersedes investor presentation materials previously furnished as an exhibit to the Company’s Current Reports on Form 8-K.

A copy of the Presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Presentation is also available on the Company’s web site at www.shbi.com.

Information contained herein, 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.

The exhibits that are filed or furnished with this report are listed in the Exhibit Index that immediately follows the signatures hereto, which list is incorporated herein by reference.

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 30, 2015	By:	/s/ Lloyd L. Beatty, Jr.
		Lloyd L. Beatty, Jr. President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Shore Bancshares Inc., Annual Meeting Presentation (filed herewith).

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EX-99.1

Exhibit 99.1

GOOD THINGS HAPPEN WHEN YOU’RE IN IT TOGETHER. SHORE BANCSHARES, INC . ANNUAL MEETING April 30, 2014 1

Welcome & Introductions Christopher F. Spurry Chairman of the Board

Directors Shore Bancshares, Inc. • Blenda W. Armistead • David J. Bates • Lloyd L. “Scott” Beatty, Jr. • James A. Judge • Frank E. Mason, III • David W. Moore • Christopher F. Spurry • W. Moorhead Vermilye • John H. Wilson 3

Chairman’s Remarks & Procedural Matters Christopher F. Spurry Camille A. Pecorak

President & CEO Remarks Lloyd L. “Scott” Beatty, Jr.

Forward - Looking Statement This presentation includes forward - looking statements, including statements about future results. These statements are subject to uncertainties and risks, including but not limited to our ability to integrate acquisitions; the strength of the U.S. economy and the local economies where we conduct operations; harsh weather conditions; fluctuations in inflation, interest rates, or monetary policies; changes in the stock market and other capital and real estate markets; legislative or regulatory changes; customer acceptance of third - party products and services; increased competition and its effect on pricing; technological changes; security breaches and computer viruses that may affect our computer systems; changes in consumer spending and savings habits; our growth and profitability; changes in accounting; and our ability to manage the risks involved in the foregoing. These factors, as well as additional factors, can be found in our Annual Report on Form 10 - K for the fiscal year ended December 31, 2014 along with our other filings with the SEC, which are available at the SEC’s internet site ( www.sec.gov ). Actual results may differ materially from projections and could be affected by a variety of factors, including factors beyond our control. Forward - looking statements in this presentation speak only as of the date of these materials, and we assume no obligation to update forward - looking statements or the reasons why actual results could differ. In addition, this presentation includes certain non - GAAP financial measures. 6

Live Our Company Values 7 Our mission is your success. ● Our clients will not want for service. ● Our employees will not want for opportunities. ● Our communities will not want for our involvement. ● Our shareholders will not want for a return.

Shore Bancshares, Inc. Bank Branch Competitors Report Within 1 Mile Within 5 Miles Company Name Competing Branches Deposits in Competing Branches Competing Branches Deposits in Competing Branches (Dollars in Thousands) Shore Bancshares, Inc . 18 $ 930,670 Money Centers/Regionals 26 1,357,633 41 $ 2,165,146 Community Banks 26 897,313 46 2,094,057 TOTALS 52 $ 2,254,946 87 $ 4,259,203 Source - FDIC 8

Current Initiatives ● Focus on organic growth - Grow sales efforts across all business lines - Grow customer base by taking share from local/national competitors ($4.3 billion available) - Intensify focus on relationships to increase deposit penetration & multi - product usage ● Leverage infrastructure and dominant market position ● Pursue high performing profitability status - Energize net interest income with loan growth - Continued emphasis on fee revenue growth - Diligent expense control redeploying savings to revenue generating businesses 9

What Makes SHBI Unique? ● Diversity of Revenue Sources ● Strong Capital Position ● Stable Net Interest Margin ● Efficient Control of Operating Expenses ● Dominant Independent F inancial S ervices Company in all M arkets within Footprint 10

Shore Bancshares, Inc. Year End Highlights George S. Rapp Chief Financial Officer

Annual Results RESULTS OF OPERATION: Years Ended December 31, $(000) 2014 2013 Net interest income $ 34,042 $ 34,876 Provision for credit losses 3,350 27,784 Noninterest income 16,781 17,459 Noninterest expense 39,361 40,686 Net Income (loss) before tax 8,112 (16,135) Tax expense benefit 3,061 (6,501) Net income (loss) 5,051 (9,634) Earnings (loss) per share $ 0.46 $ (1.14) 12

Quarterly Results RESULTS OF OPERATION: $(000) 1Q15 4Q14 1Q14 Net interest income $ 8,539 $ 8,636 $ 8,323 Provision for credit losses 650 650 975 Noninterest income 4,085 3,471 4,788 Noninterest expense 9,704 9,510 10,115 Net Income before tax 2,270 1,947 2,021 Tax expense 861 721 763 Net income $ 1,409 $ 1,226 $ 1,258 Earnings per share $ 0.11 $ 0.10 $ 0.15 13

Improving Credit Quality $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 $90,000 $100,000 12/31/2012 12/31/2013 03/31/15 Total NPA & TDRs Total NPAs 14

Capital Ratios 15 9.35% 9.16% 8.36% 8.41% 11.98% 11.81% 13.07% 13.80% 13.32% 11.34% 16.32% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 18.00% 2010 2011 2012 2013 Q12015 Tangible Common equity / Tangible Assets Tier 1 Risk-Based Capital Ratio Total Risk-Based Capital Ratio 12.55% 12.05% 10.09% 15.27%

Questions and Answers 16

Report on Voting 17

Adjournment 18