0001171843-19-003709.txt : 20190530 0001171843-19-003709.hdr.sgml : 20190530 20190530161829 ACCESSION NUMBER: 0001171843-19-003709 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190529 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190530 DATE AS OF CHANGE: 20190530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLD LINE BANCSHARES INC CENTRAL INDEX KEY: 0001253317 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 200154352 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50345 FILM NUMBER: 19866777 BUSINESS ADDRESS: STREET 1: 1525 POINTER RIDGE PLACE CITY: BOWIE STATE: MD ZIP: 20716 BUSINESS PHONE: 3014302544 MAIL ADDRESS: STREET 1: 1525 POINTER RIDGE PLACE CITY: BOWIE STATE: MD ZIP: 20716 8-K 1 f8k_053019.htm FORM 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): May 29, 2019

Old Line Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-50345	20-0154352
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

1525 Pointer Ridge Place
Bowie, Maryland	20716
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 301-430-2500

	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 obligation of the registrant under any of the following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	OLBK	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 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. ☐

Section 5-Corporate Governance and Management

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

On May 29, 2019, Old Line Bancshares, Inc. (the “Company”) held its Annual Meeting of Stockholders at which its stockholders voted on the following matters:

(1)

To elect (A) six directors to serve for a three-year term ending at the annual meeting of stockholders to be held in 2022, and (B) one director to serve for a two-year term ending at the annual meeting of stockholders to be held in 2021, and in each case until their successors are duly elected and qualified.

	Votes		Votes		Broker
	For		Withheld		Non-Votes
Term Ending 2021
Rosie Allen-Herring		11,003,217		283,685		3,261,198

Term Ending 2022
Steven K. Breeden		11,013,485		273,417		3,261,198
James R. Clifford, Sr.		10,998,061		288,841		3,261,198
James W. Cornelsen		10,965,851		321,051		3,261,198
James F. Dent		8,489,267		2,797,635		3,261,198
Thomas H. Graham		11,003,066		283,836		3,261,198
Jeffrey A. Rivest		11,010,398		275,964		3,261,198

(2)

To ratify the appointment of Dixon Hughes Goodman LLP as independent public accountants to audit the Company’s financial statements for 2019.

Votes For			14,441,548
Votes Against			69,971
Abstentions			36,581
Broker Non-Votes			0

(3)

To approve a non-binding advisory proposal to approve the compensation of the Company’s named executive officers.

Votes For			10,954,775
Votes Against			205,975
Abstentions			126,152
Broker Non-Votes			3,261,198

(4)

To approve a non-binding advisory proposal regarding the frequency of the stockholders’ vote to approve the compensation of the Company’s named executive officers.

Every Year			10,427,516
Every 2 Years			166,176
Every 3 Years			552,997
Abstain			140,213
Broker Non-Votes			3,261,198

For proposal 4, the Company’s Board of Directors recommended an advisory vote frequency of “Every Year” for future non-binding advisory resolutions to approve the compensation of our named executive officers, and such frequency received the highest number of votes cast on the frequency proposal at the Annual Meeting. As a result, in accordance with the direction of the Board of Directors, the Company will hold future non-binding advisory votes on the compensation of its named executive officers every year, at least until the next required vote on the frequency of stockholder votes on the compensation of our named executive officers. A stockholder advisory vote on the frequency of stockholder advisory votes on the compensation paid to the Company’s named executive officers is required to be held at least once every six years.

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.

	OLD LINE BANCSHARES, INC.


Date: May 30, 2019	By:	/s/Mark A. Semanie
		Mark A. Semanie, Executive Vice President
		and Chief Operating Officer