Eagle Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 16, 2024
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301 ) 986-1800
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(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2024, Eagle Bancorp, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting") for the purpose of:
1.electing nine (9) directors to serve until the 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified;
2.ratifying the appointment of Crowe LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending December 31, 2024; and
3.approving a non-binding, advisory resolution approving the compensation of the Company's named executive officers.
At the Annual Meeting, the Company's shareholders elected nine individuals to the Board of Directors and approved Proposals 2 and 3.
(1)The name of each director elected at the meeting, and the votes cast for and against such persons, votes withheld and broker non-votes are set forth below:
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Matthew D. Brockwell | 20,499,214 | 549,654 | 12,702 | 2,908,410 | ||||||||||||||||||||||
| Steven J. Freidkin | 20,920,358 | 129,205 | 12,007 | 2,908,410 | ||||||||||||||||||||||
| Theresa G. LaPlaca | 20,485,424 | 562,538 | 13,609 | 2,908,409 | ||||||||||||||||||||||
| A. Leslie Ludwig | 20,799,065 | 210,456 | 52,050 | 2,908,409 | ||||||||||||||||||||||
| Norman R. Pozez | 20,696,525 | 346,667 | 18,377 | 2,908,411 | ||||||||||||||||||||||
| Kathy A. Raffa | 20,595,334 | 414,221 | 52,016 | 2,908,409 | ||||||||||||||||||||||
| Susan G. Riel | 20,855,351 | 149,151 | 57,069 | 2,908,409 | ||||||||||||||||||||||
| James A. Soltesz | 20,645,311 | 403,357 | 12,903 | 2,908,409 | ||||||||||||||||||||||
| Benjamin M. Soto | 20,882,037 | 125,436 | 54,099 | 2,908,408 | ||||||||||||||||||||||
(2)The number of votes cast for, against, withheld and broker non-votes cast on the ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ended December 31, 2024 is as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 23,883,762 | 50,349 | 35,869 | — | |||||||||||||||||
(3)The number of votes cast for, against, withheld and broker non-votes cast on the non-binding, advisory resolution approving the compensation of the Company's named executive officers is as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 19,758,583 | 1,160,954 | 142,036 | 2,908,407 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| EAGLE BANCORP, INC. | ||||||||
Date: May 17, 2024 | By: | /s/ Susan G. Riel | ||||||
| Susan G. Riel | ||||||||
| President & Chief Executive Officer | ||||||||