UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 18, 2019
Delmar Bancorp
(Exact name of registrant as specified in its charter)
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Maryland |
033-21202 |
52-1559535 |
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(State or other jurisdiction |
(Commission file number) |
(IRS Employer |
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of incorporation) |
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Number) |
2245 Northwood Drive, Salisbury, Maryland 21801
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 548-1100
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered under Section 12(b) of the Act: None
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 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 20, 2019, Delmar Bancorp (the “Company”) filed articles of amendment to the Company’s Articles of Incorporation increasing the number of authorized shares of capital stock from 20,000,000 to 40,000,000. The amendment, effective immediately, amends and restates Article SIXTH of the Articles of Incorporation read in its entirety as follows:
“(a) The total number of shares of stock of all classes which the Corporation has the authority to issue is 40,000,000 shares of capital stock, par value $0.01 per share, amounting in aggregate par value to $400,000. All of such shares are initially classified as Common Stock. The Board of Directors may classify and reclassify any unissued shares of capital stock by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions and dividends, qualifications or terms or conditions of redemption of such shares of stock.”
Item 5.07. Submission of Matters to Vote of Security Holders.
(a) On December 18, 2019, the annual meeting of shareholders of Delmar Bancorp (the “Company”) was held for the purposes of:
(1) electing two (2) persons as director of the Company for a one year term extending until the 2020 Annual Meeting of Shareholders, and until their successors shall be duly elected and qualified;
(2) electing one (1) person as director of the Company for a two year term extending until the 2021 Annual Meeting of Shareholders, and until her successor shall be duly elected and qualified;
(3) electing three (3) persons as director of the Company for a three year term extending until the 2022 Annual Meeting of Shareholders, and until their successors shall be duly elected and qualified; and
(4) considering and approving an amendment to the Articles of Incorporation of the Company increasing the number of authorized shares of capital stock to 40,000,000.
(b) (1) The name of each director elected at the meeting, and the votes cast for such persons, votes withheld and broker non-votes are set forth below:
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Class |
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Name |
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For |
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Against |
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Abstain |
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Broker Non-votes |
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2020 |
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Lloyd B. Harrison, III |
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12,415,052 |
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112,956 |
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0 |
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0 |
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2020 |
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John A. Janney |
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12,424,089 |
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103,919 |
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0 |
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0 |
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2021 |
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Mona D. Albertine |
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12,422,471 |
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105,537 |
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0 |
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0 |
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2022 |
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John W. Breda |
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12,421,785 |
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106,223 |
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0 |
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0 |
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2022 |
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George P. Snead |
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12,176,285 |
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351,723 |
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0 |
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0 |
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2022 |
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Jeffrey F. Turner |
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12,192,303 |
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335,705 |
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0 |
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0 |
(2) The number of votes cast for or against, and the number of abstentions and broker non-votes cast on the amendment to the Articles of Incorporation of the Company increasing the number of authorized shares of capital stock to 40,000,000 is as set forth below
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For |
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Against |
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Abstain |
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Broker Non-votes |
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12,167,780 |
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230,938 |
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129,290 |
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0 |
(c) There have been no settlements between the Company and any other person with respect to terminating any solicitation.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
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.
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DELMAR BANCORP |
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By: |
/s/ Lloyd B. Harrison, III |
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Lloyd B. Harrison, III, Chief Executive Officer |
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Dated: December 20, 2019 |
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Exhibit 3.1
AMENDMENT TO THE ARTICLES OF INCORPORATION OF DELMAR BANCORP,
DATED DECEMBER 20, 2019
Delmar Bancorp, a Maryland corporation, (the “Corporation”) having its principal office in Salisbury, Maryland, hereby certifies to the Department of Assessments and Taxation that:
FIRST: Article SIXTH of the Articles of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
“(a) The total number of shares of stock of all classes which the Corporation has the authority to issue is 40,000,000 shares of capital stock, par value $0.01 per share, amounting in aggregate par value to $400,000. All of such shares are initially classified as Common Stock. The Board of Directors may classify and reclassify any unissued shares of capital stock by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions and dividends, qualifications or terms or conditions of redemption of such shares of stock.”
SECOND: The foregoing amendment was advised by a majority of the entire Board of Directors of the Corporation and approved by the affirmative vote of in excess of a majority of the votes entitled to be cast by the holders of the common stock, the only class of securities of which shares are outstanding, in accordance with the provisions of the Maryland General Corporation Law and the Articles of Incorporation of the Corporation.
THIRD: The total number of shares of capital stock of all classes which the Corporation was authorized to issue immediately prior to the effectiveness of the amendment to Article SIXTH set forth herein is ten million (20,000,000), amounting to an aggregate par value of two hundred thousand dollars ($200,000), 19,990,549 of which are classified as common stock, 9,000 of which were previously reclassified as Fixed Rate Cumulative Perpetual Preferred Stock, Series A and 451 of which were previously reclassified as Fixed Rate Cumulative Perpetual Preferred Stock, Series B. The total number of shares of capital stock which the Corporation will be authorized to issue immediately following the effectiveness of the amendment to Article SIXTH set forth herein is forty million (40,000,000), 39,990,549 of which are classified as common stock, amounting to an aggregate par value of four hundred thousand dollars ($400,000), 9,000 of which were previously reclassified as Fixed Rate Cumulative Perpetual Preferred Stock, Series A and 451 of which were previously reclassified as Fixed Rate Cumulative Perpetual Preferred Stock, Series B.
FOURTH: None of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of any class of stock is changed by the foregoing amendment.
FIFTH: The amendment to which these Articles relate shall become effective as of the time these Articles are accepted for record by the State Department of Assessments and Taxation.
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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its corporate name and on its behalf by its Chief Executive Officer and its corporate seal to be hereunto affixed by its Assistant Corporate Secretary, and each officer signing this document acknowledges it to be the corporate act of the Corporation and that, to the best of his or her knowledge, information and belief, all matters and facts set forth herein with respect to the authorization and approval of the foregoing Articles are true in all material respects and that this verification is made under penalties of perjury.
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ATTEST: [SEAL] |
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DELMAR BANCORP |
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/s/ Joan Sumner, Assistant Corporate Secretary |
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/s/ Lloyd B. Harrison, III, Chief Executive Officer |
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