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): August 12, 2021 (August 9, 2021)
SHORE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 000-22345 | 52-1974638 |
| (State or other jurisdiction of | (Commission file number) | (IRS Employer |
| incorporation or organization) | Identification No.) |
18 E. Dover St., 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Common stock, par value $.01 per share | SHBI | Nasdaq Global Select MARKET |
Indicate by check mark whether the registrant is an emerging growth company 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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 9, 2021, David J. Bates provided notice of his intention to retire for personal health reasons from the Boards of Directors of Shore Bancshares, Inc. (the “Company”) and its wholly-owned subsidiary, Shore United Bank, as well as from any committees of such Boards of Directors on which he serves, effective August 31, 2021. Mr. Bates serves as the Chair of the Executive Committee, and as a member of the Audit Committee and Nominating & Governance Committee of the Company’s Board of Directors. Mr. Bates decision to retire did not involve any disagreement with Company management or the Boards of Directors on any matter relating to the Company’s operations, policies or practices.
Item 7.01. Regulation FD Disclosure.
On August 12, 2021, the Company issued a press release announcing the resignation of Mr. Bates. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, 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: August 12, 2021 | 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 | Press Release dated August 12, 2021 (filed herewith) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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Exhibit 99.1
Shore Bancshares Announces Resignation of Board of Director David J. Bates
EASTON, Md., August 12, 2021 /PR Newswire/-Shore Bancshares, Inc. (the “Company”) (NASDAQ:SHBI) announced today that David J. Bates, one of its distinguished board members resigned on August 9, 2021, made effective as of August 31, 2021.
Lloyd L. “Scott” Beatty, Jr., President and Chief Executive Officer stated, “We are saddened by the recent announcement of Mr. Bates retirement from the board due to personal health reasons. He has been a long-standing member of our board and has been a well-known business leader in the Mid-Atlantic region.” Frank E. Mason, III, Chairman of the Board, commented, “On behalf of our Boards and management team, I would like to sincerely thank Mr. Bates for his tremendous service over the past nine years. His intellect and experience have positioned our organization for great success and he will be difficult to replace.”
Shore Bancshares Information
Shore Bancshares is a financial holding company headquartered in Easton, Maryland and is the largest independent bank holding company located on Maryland's Eastern Shore. It is the parent company of Shore United Bank. Shore Bancshares engages in trust and wealth management services through Wye Financial Partners, a division of Shore United Bank.
Additional information is available at www.shorebancshares.com.
Forward-Looking Statements
The statements contained herein that are not historical facts are forward-looking statements (as defined by the Private Securities Litigation Reform Act of 1995) based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. These statements are evidenced by terms such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions. Although these statements reflect management’s good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. These projections involve risk and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. For a discussion of these risks and uncertainties, see the section of the periodic reports filed by Shore Bancshares, Inc. with the Securities and Exchange Commission entitled “Risk Factors”.
For further information contact: Lloyd L. “Scott” Beatty, Jr. President and Chief Executive Officer.
410-763-7800