Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed, on
The Merger Agreement requires SHBI to take all action necessary, immediately
prior to the effective time of the Merger (the "Effective Time"), to cause three
of SHBI and Shore United's existing directors to resign and to appoint or elect
eight individuals who are members of the boards of directors of both TCFC and
CBC as directors of SHBI and Shore United, with each such resignation and
appointment or election to be effective as of the Effective Time and subject to
the closing of the Merger. The Merger is currently expected to occur on or about
Ms.
Pursuant to the terms of the Merger Agreement and in accordance with SHBI's Amended and Restated Articles of Incorporation and Shore United's Articles of Association, effective as of the Effective Time and subject to the closing of the Merger, the SHBI Board and Shore United Board:
• increased the size of each of the respective boards from 14 to 20 members;
• appointed
James M. Burke ,Austin J. Slater ,Louis P. Jenkins , Jr. to Class II andJoseph V. Stone , Jr.,E. Lawrence Sanders , III to Class III of the SHBI Board, each of whom currently serve as directors of TCFC and CBC (collectively, the "TCFC Director Nominees"), to serve for a term that will coincide with the remaining term of that class and until his or her successor is elected and qualified; and
• appointed
Board.
Each of the SHBI Board and the Shore United Board has not yet determined on
which committees of the SHBI Board and the Shore United Board the TCFC Director
Nominees will serve. With the exception of
Other than as previously described above and in SHBI's Registration Statement on
Form S-4, as amended (File No. 333-271273) initially filed with the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the Merger Agreement, the SHBI Board is required to
amend SHBI's Amended and Restated By-Laws to accommodate certain governance
provisions in the Merger Agreement, including to provide for the position of
Vice Chairman of the SHBI Board. On
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, SHBI's shareholders voted on: (i) the election of four
Class II directors to serve for a three-year term ending at the 2026 annual
meeting of shareholders (Proposal 1); (ii) the ratification of the appointment
of
On the record date for the Annual Meeting, there were 19,898,388 shares of SHBI common stock issued, outstanding and entitled to vote. Shareholders holding 16,893,505 shares of SHBI common stock were present at the Annual Meeting, in person or represented by proxy.
Each of the four proposals that were voted on at the Annual Meeting were approved by SHBI's shareholders. The results of the votes are set forth below:
Proposal 1 - To elect four Class II directors to serve for a three-year term ending at the 2026 annual meeting of shareholders.
For Against Abstain Broker Non-Votes Clyde V. Kelly, III 11,740,483 3,029,533 78,746 2,044,743 David W. Moore 13,095,893 1,678,870 73,999 2,044,743 Dawn M. Willey 13,128,876 1,684,651 35,235 2,044,743 David S. Jones 13,161,062 1,671,923 15,777 2,044,743
Proposal 2 - To ratify the appointment of
For Against Abstain Broker Non-Votes 16,802,314 46,847 44,344 -
Proposal 3 - To adopt a non-binding advisory resolution approving the compensation of SHBI's NEOs.
For Against Abstain Broker Non-Votes 13,120,593 1,685,663 42,504 2,044,745
Proposal 4 - To recommend, on non-binding advisory basis, the frequency of future shareholder advisory votes on the compensation of SHBI's NEOs.
1 Year 2 Years 3 Years Abstain Broker Non-Votes 13,833,134 8,421 960,691 46,514 2,044,745 FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding the
financial condition, results of operations, business plans and the future
performance of SHBI and TCFC. Words such as "anticipates," "believes,"
"estimates," "expects," "forecasts," "intends," "plans," "projects," "could,"
"may," "should," "will" or other similar words and expressions are intended to
identify these forward-looking statements. These forward-looking statements are
based on SHBI's and TCFC's current expectations and assumptions regarding SHBI's
and TCFC's businesses, the economy, and other future conditions. Because
forward-looking statements relate to future results and occurrences, they are
subject to inherent uncertainties, risks, and changes in circumstances that are
difficult to predict. Any number of risks, uncertainties, or other factors could
affect SHBI's or TCFC's future financial results and performance and could cause
actual results or performance to differ materially from anticipated results or
performance. Such risks and uncertainties include, among others: the occurrence
of any event, change or other circumstances that could give rise to the right of
one or both of the parties to terminate the Merger Agreement; the outcome of any
legal proceedings that may be instituted against SHBI or TCFC; delays in
completing the Merger; the failure to obtain necessary shareholder approvals, or
to satisfy any of the other conditions to the Merger on a timely basis or at
all, including the ability of SHBI and TCFC to meet expectations regarding the
timing, completion and accounting and tax treatments of the Merger; the
possibility that the anticipated benefits of the Merger are not realized when
expected or at all, including as a result of the impact of, or problems arising
from, the integration of the two companies or as a result of the strength of the
economy and competitive factors in the areas where SHBI and TCFC do business;
the possibility that the Merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; the
possibility that revenues following the Merger may be lower than expected; the
impact of certain restrictions during the pendency of the Merger on the parties'
ability to pursue certain business opportunities and strategic transactions;
diversion of management's attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or completion of
the Merger; the ability to complete the Merger and integration of SHBI and TCFC
successfully; the dilution caused by SHBI's issuance of additional shares of its
capital stock in connection with the Merger; and the potential impact of general
economic, political or market factors on the companies or the Merger and other
factors that may affect future results of SHBI or TCFC. Except to the extent
required by applicable law or regulation, each of SHBI and TCFC disclaims any
obligation to update such factors or to publicly announce the results of any
revisions to any of the forward-looking statements included herein to reflect
future events or developments. Further information regarding SHBI, TCFC and
factors which could affect the forward-looking statements contained herein can
be found in SHBI's Annual Report on Form 10-K for the fiscal year ended
Additional Information About the Merger and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the Merger.
In connection with the Merger, a registration statement on Form S-4 containing a
joint proxy statement/prospectus of TCFC and SHBI and a prospectus of SHBI was
declared effective by the
Participants in the Solicitation
The directors, executive officers and certain other members of management and
employees of SHBI may be deemed to be participants in the solicitation of
proxies from the shareholders of SHBI in connection with the Merger. Information
about SHBI's directors and executive officers is included in the definitive
proxy statement for SHBI's 2023 annual meeting of shareholders, which was filed
with the
The directors, executive officers and certain other members of management and
employees of TCFC may also be deemed to be participants in the solicitation of
proxies in connection with the Merger from the shareholders of TCFC. Information
about the directors and executive officers of TCFC is included in Amendment No.
1 to the Annual Report for the year ended
Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the Merger. Free copies of this document may be obtained as described above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 99.1 Consent ofAustin J. Slater , Jr. to be named as a director ofShore Bancshares, Inc. (incorporated by reference from SHBI's Registration Statement on Form S-4 filed with theSEC onApril 14, 2023 ). 99.2 Consent ofJames M. Burke to be named as a director ofShore Bancshares, Inc. (incorporated by reference from SHBI's Registration Statement on Form S-4 filed with theSEC onApril 14, 2023 ). 99.3 Consent ofLouis P. Jenkins , Jr., to be named as a director ofShore Bancshares, Inc. 99.4 Consent ofMary Todd Peterson , to be named as a director ofShore Bancshares, Inc. 99.5 Consent ofRebecca M. McDonald , to be named as a director ofShore Bancshares, Inc. 99.6 Consent ofMichael B. Adams , to be named as a director ofShore Bancshares, Inc. 99.7 Consent ofE. Lawrence Sanders , III, to be named as a director ofShore Bancshares, Inc. 99.8 Consent ofJoseph V. Stone , Jr., to be named as a director ofShore Bancshares, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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