Capital Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CBNK
Major Banks
Finance
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 15, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(301 ) 468-8848
Registrant’s telephone number, including area code
Not Applicable
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
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 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of Capital Bancorp, Inc. (the “Company”) held on May 15, 2025 (the “Annual Meeting”), the Company’s stockholders voted on: (i) the election of four Class II director nominees and one Class III director nominee (Proposal 1); (ii) a non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers (Proposal 2); (iii) the approval of the amendment to the Company's 2017 Stock and Incentive Compensation Plan to increase the number of shares available for grant under such plan (Proposal 3); and (iv) the ratification of the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2025 (Proposal 4).
These matters were submitted to the stockholders for a vote through the solicitation of proxies in accordance with the Company's Definitive Proxy Statement. Each of the proposals is described in further detail in the Company’s Definitive Proxy Statement. Other than the four proposals addressed herein and described in the Company’s Definitive Proxy Statement, no other proposal was submitted at the Annual Meeting for stockholder action.
On the record date for the Annual Meeting, there were 16,656,649 shares of the Company's common stock issued, outstanding, and entitled to vote. Stockholders holding 13,530,916 shares of the Company’s common stock were present at the Annual Meeting, in person or represented by proxy. At the Annual Meeting, the common stockholders elected Messrs. Barry, Brannan and Levitt and Ms. Ratner-Salzberg as Class II directors to serve a term expiring in 2028 and Mr. McConnell as a Class III director to serve a term expiring in 2026. The final results of voting on each of the matters submitted to a vote of common stockholders during the Annual Meeting are as follows:
Proposal 1 – To elect four Class II directors to serve for a three-year term ending at the 2028 Annual Meeting of Stockholders or until their successor is duly elected and qualified and one Class III director to serve for a one-year term ending at the 2026 Annual Meeting of Stockholders or until their successor is duly elected and qualified:
| CLASS II DIRECTOR NOMINEES | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| Edward F. Barry | 10,287,203 | 319,868 | 568 | 2,923,277 | ||||||||||
| C. Scott Brannan | 10,239,199 | 367,064 | 1,376 | 2,923,277 | ||||||||||
| Randall J. Levitt | 10,051,768 | 555,293 | 578 | 2,923,277 | ||||||||||
| Deborah Ratner-Salzberg | 8,031,161 | 2,507,068 | 69,410 | 2,923,277 | ||||||||||
| CLASS III DIRECTOR NOMINEE | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| Marc McConnell | 10,382,429 | 184,321 | 40,889 | 2,923,277 | ||||||||||
Proposal 2 – Approval of a non-binding advisory vote to approve the compensation of the Company's Named Executive Officers:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 10,008,613 | 417,318 | 181,708 | 2,923,277 | ||||||||
Proposal 3 – Approval of the amendment to the Company's 2017 Stock and Incentive Compensation Plan to increase the number of shares available for grant under such plan:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 6,747,630 | 3,853,333 | 6,676 | 2,923,277 | ||||||||
Proposal 4 – The ratification of the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2025.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 13,438,059 | 88,078 | 4,779 | 0 | ||||||||
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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.
| CAPITAL BANCORP, INC. | |||||
| Date: May 20, 2025 | By: /s/ Dominic Canuso | ||||
| Name: Dominic Canuso | |||||
| Title: Chief Financial Officer | |||||
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