Item 5.02 Departure of Directors or Certain Other Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 8, 2022, Partners Bancorp (the "Company") announced that, effective
December 8, 2022, John W. Breda has succeeded Lloyd B. Harrison, III as the
Company's Chief Executive Officer (the "CEO Transition"). The CEO Transition was
completed as contemplated in the employment agreements with the Company of each
of Mr. Breda and Mr. Harrison, in each case dated December 13, 2018 and amended
November 4, 2021 (with respect to Mr. Harrison, the "Harrison Agreement").
Also effective December 8, 2022, the Board of Directors of the Company approved
the Second Amendment to the Harrison Agreement, which modifies the definition of
"Management Succession Date" in Section 1.20 of the Harrison Agreement to
provide that Mr. Harrison shall serve as Senior Executive Vice President of the
Company following the CEO Transition, and specifies certain duties of the Senior
Executive Vice President role. The foregoing description of the Second Amendment
to the Harrison Agreement is qualified in its entirety by the terms of such
Second Amendment, a copy of which is filed herewith as Exhibit 10.1 and is
incorporated herein by reference.
Following the CEO Transition, Mr. Breda and Mr. Harrison in their respective new
roles as Chief Executive Officer and President, and Senior Executive Vice
President, respectively, of the Company will work together on the Company's
review of all strategic alternatives available to the Company to enhance returns
to shareholders and other special strategic projects. Mr. Breda continues to
serve as President and Chief Executive Officer of The Bank of Delmarva, and Mr.
Harrison continues to serve as Chief Executive Officer of Virginia Partners
Bank.
Item 7.01 Regulation FD Disclosure
On December 8, 2022, the Company issued a press release announcing completion of
the CEO Transition and that Mr. Harrison has been appointed as Senior Executive
Vice President of the Company.
The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Exchange Act, except as expressly set forth in
such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Second Amendment, effective as of December 8, 2022, to the
Employment Agreement, dated December 13, 2018 and amended on
November 4, 2021, by and among Partners Bancorp (formerly Delmar
Bancorp), Virginia Partners Bank and Lloyd B. Harrison, III
99.1 Press Release, dated December 8, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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