Severn Bancorp Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
A special meeting of shareholders of Severn Bancorp, Inc. (the “Company”) was held on October 22, 2021 (the “Special Meeting”). The proposals listed below were submitted to a vote of the shareholders of the Company. The proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on September 16, 2021. The final results of the shareholder votes were as set forth below. Each proposal was approved by the shareholders of the Company.
Proposal 1 – Approval of the Merger Agreement and Merger.
The shareholders of the Company approved the Agreement and Plan of Merger, dated as of March 3, 2021 (the “Merger Agreement”), by and between Shore Bancshares, Inc. (“Shore”) and the Company, pursuant to which the Company will merge with and into Shore, with Shore as the surviving corporation (the “merger proposal”). The vote on the merger proposal was as follows:
| For | 10,350,910 | |||
| Against | 151,592 | |||
| Abstain | 227 | |||
| Broker non-votes | – |
Proposal 2 – Approval of the Compensation Proposal
The shareholders of the Company approved an advisory, non-binding proposal to approve the compensation payable to the named executive officers of the Company in connection with the merger (the “compensation proposal”). The vote on the compensation proposal was as follows:
| For | 10,122,054 | |||
| Against | 262,321 | |||
| Abstain | 118,354 | |||
| Broker non-votes | – |
Proposal 3 – Approval of Adjournment of Special Meeting
The shareholders of the Company approved the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal (the “adjournment proposal”), but the adjournment was not necessary in light of the approval of the merger proposal. The vote on the adjournment proposal was as follows:
| For | 10,157,571 | |||
| Against | 268,690 | |||
| Abstain | 76,467 | |||
| Broker non-votes | – |
| Item 7.01 | Regulation FD Disclosure |
On October 22, 2021, the Company and Shore issued a joint press release announcing that, at special meetings of their respective shareholders held on October 22, 2021, Shore’s shareholders approved the merger proposal and the issuance of shares of Shore’s common stock to Company shareholders pursuant to the Merger Agreement, and the Company’s shareholders approved the merger proposal and the compensation proposal. Subject to customary closing conditions, the merger is expected to be consummated effective as of October 31, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
Information contained in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, 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
Exhibit
Number
| 99.1 | Press release, dated October 22, 2021 | |
| 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.
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SEVERN BANCORP, INC. | ||
| DATE: October 22, 2021 | By: | /s/ Alan J. Hyatt |
| Alan J. Hyatt | ||
| Chairman, President and Chief Executive Officer |