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): September 25, 2017 (September 22, 2017)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 4.01. | Changes in Registrant’s Certifying Accountant |
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On September 22, 2017, Shore Bancshares, Inc. (the “Company”) notified Dixon Hughes Goodman LLC (“DHG”) of the decision of the audit committee (the “Audit Committee”) of the board of directors of the Company to dismiss DHG as the Company’s independent registered public accounting firm.
The reports of the independent registered public accounting firm of DHG regarding the Company’s financial statements for the fiscal year ended December 31, 2016 and Stegman & Company (“Stegman”) for the fiscal year ended December 31, 2015 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The Company previously reported on the Current Report on Form 8-K filed on June 3, 2016 that, effective June 1, 2016, substantially all directors and employees of Stegman joined DHG.
During the years ended December 31, 2016 and 2015, and during the interim period from the end of the most recently completed fiscal year through September 22, 2017, the date of dismissal, there were no disagreements with DHG or Stegman on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of DHG or Stegman would have caused them to make reference to such disagreement in their reports.
The Company provided DHG and Stegman with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that DHG and Stegman furnish the Company with letters addressed to the Securities and Exchange Commission stating whether they agree with the above statements and, if they do not agree, the respects in which they do not agree. A copy of the letters furnished by DHG and Stegman, dated September 25, 2017, are filed as Exhibits 16.1 and 16.2 to this current report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On September 22, 2017, the Audit Committee engaged Yount, Hyde & Barbour, P.C. (“YHB”) to serve as its independent registered public accounting firm for the year ending December 31, 2017.
During the years ended December 31, 2016 and 2015, and during the interim period from the end of the most recently completed fiscal year through September 22, 2017, neither the Company, nor anyone on its behalf, consulted with YHB regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or regarding the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that YHB concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement or a reportable event (as described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K, respectively).
| 2 |
Item 9.01 Financial Statements and Exhibits.
(a) 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.
| 3 |
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: September 25, 2017 | By: | /s/ Lloyd L. Beatty, Jr. |
| Lloyd L. Beatty, Jr. President and Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit Number |
Description |
| 16.1 | |
| 16.2 |
Letter from Stegman & Company to the Securities and Exchange Commission dated September 25, 2017. |
Exhibit 16.1
September 25, 2017
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K dated September 22, 2017 of Shore Bancshares, Inc. and are in agreement with the statements contained therein in regards to Dixon Hughes Goodman LLP. We have no basis to agree or disagree with other statements of the registrant contained in Item 4.01.
Sincerely,
/s/ Dixon Hughes Goodman LLP
Baltimore, Maryland
Exhibit 16.2
September 25, 2017
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K dated September 22, 2017 of Shore Bancshares, Inc. and are in agreement with the statements contained therein in regards to Stegman & Company. We have no basis to agree or disagree with other statements of the registrant contained in Item 4.01.
Sincerely,
/s/ Stegman & Company
Baltimore, Maryland
Suite 200, 809 Glen Eagles Court Baltimore, Maryland 21286 ● 410-823-8000 ● 1-800-686-3883 ● Fax: 410-296-4815 ● www.stegman.com
Members of 
O_ !+I*&[CC%15D