8-K
filed May 25, 2023, 7:59 PM ET
ticker SHBI
CIK 0001035092
other material
confidence high
sentiment neutral
materiality 0.60
Shore Bancshares appoints 8 TCFC directors, amends bylaws, reports annual meeting votes
SHORE BANCSHARES INC
- Blenda Armistead resigned from SHBI and Shore United boards effective May 23, 2023.
- Jeffrey Thompson tendered resignation effective at merger close; Lloyd Beatty to retire upon close.
- SHBI board increased from 14 to 20 members; 8 TCFC director nominees appointed effective at close.
- SHBI board approved Second Amended Bylaws creating Vice Chairman position; Austin Slater appointed.
- At May 23 annual meeting, shareholders ratified auditor, approved NEO compensation, elected 4 Class II directors.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.9
Joseph V. Stone, Jr. was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
Joseph V. Stone, Jr., E. Lawrence Sanders, III to Class III
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
James M. Burke was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
James M. Burke, Austin J. Slater, Louis P. Jenkins, Jr. to Class II
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey E. Thompson resigned as Member of the Board of Directors at SHORE BANCSHARES INC.
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
In connection with the Merger, on May 24, 2023, Mr. Jeffrey E. Thompson tendered his resignation and will resign as a member of the SHBI Board and Shore United Board, effective as of the Effective Time and subject to the closing of the Merger.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Blenda Armistead resigned as Member of the Board of Directors at SHORE BANCSHARES INC.
- Action
- resigned
- Role
- Member of the Board of Directors
Exact text from the filing
Ms. Blenda Armistead resigned as a member of the SHBI Board of Directors (the “ SHBI Board ”) and the Shore United Board of Directors (the “ Shore United Board ”) effective as of the 2023 Annual Meeting of SHBI Shareholders held on May 23, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Michael B. Adams was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
appointed Mary Todd Peterson, Rebecca M. McDonald, Michael B. Adams to Class I
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Louis P. Jenkins, Jr. was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
James M. Burke, Austin J. Slater, Louis P. Jenkins, Jr. to Class II
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Rebecca M. McDonald was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
appointed Mary Todd Peterson, Rebecca M. McDonald, Michael B. Adams to Class I
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
E. Lawrence Sanders, III was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
Joseph V. Stone, Jr., E. Lawrence Sanders, III to Class III
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Austin J. Slater was appointed as Vice Chairman of the Board at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Vice Chairman of the Board
Exact text from the filing
appointed Austin J. Slater as Vice Chairman of the SHBI Board and Shore United Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Mary Todd Peterson was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
appointed Mary Todd Peterson, Rebecca M. McDonald, Michael B. Adams to Class I
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Austin J. Slater was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
James M. Burke, Austin J. Slater, Louis P. Jenkins, Jr. to Class II
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lloyd L. Beatty, Jr. departed as Member of the Board of Directors at SHORE BANCSHARES INC.
- Action
- retiring
- Role
- Member of the Board of Directors
Exact text from the filing
As previously announced, Mr. Lloyd L. Beatty, Jr. will be retiring upon the closing of the Merger including resigning as a member of the SHBI Board and Shore United Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SHORE BANCSHARES INC: The Second Amended and Restated By-Laws were adopted to provide for the position of Vice Chairman of the Board and set forth its duties and responsibilities, effective upon closing of the merger (effective 2023-05-24).
- Change
- bylaw amendment
- Effective
- 2023-05-24
Exact text from the filing
On May 24, 2023, the SHBI Board approved the Second Amended and Restated By-Laws of SHBI, to be adopted as the by-laws of SHBI effective as of the Effective Time and subject to the closing of the Merger.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SHORE BANCSHARES INC shareholders approved To adopt a non-binding advisory resolution approving the compensation of SHBI’s NEOs.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
Proposal 3 – To adopt a non-binding advisory resolution approving the compensation of SHBI’s NEOs. For Against Abstain Broker Non-Votes 13,120,593 1,685,663 42,504 2,044,745
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SHORE BANCSHARES INC shareholders approved To recommend, on non-binding advisory basis, the frequency of future shareholder advisory votes on the compensation of SHBI’s NEOs.
- Proposal
- say on pay frequency
- Outcome
- passed
Exact text from the filing
Proposal 4 – To recommend, on non-binding advisory basis, the frequency of future shareholder advisory votes on the compensation of SHBI’s NEOs. 1 Year 2 Years 3 Years Abstain Broker Non-Votes 13,833,134 8,421 960,691 46,514 2,044,745
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SHORE BANCSHARES INC shareholders approved To ratify the appointment of Yount, Hyde & Barbour, P.C. as SHBI's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-12-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-12-31
Exact text from the filing
Proposal 2 – To ratify the appointment of Yount, Hyde & Barbour, P.C. as SHBI’s independent registered public accounting firm for the fiscal year ending December 31, 2023. For Against Abstain Broker Non-Votes 16,802,314 46,847 44,344 ―
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SHORE BANCSHARES INC shareholders approved To elect four Class II directors to serve for a three-year term ending at the 2026 annual meeting of shareholders.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
Proposal 1 – To elect four Class II directors to serve for a three-year term ending at the 2026 annual meeting of shareholders. For Against Abstain Broker Non-Votes Clyde V. Kelly, III 11,740,483 3,029,533 78,746 2,044,743 David W. Moore 13,095,893 1,678,870 73,999 2,044,743 Dawn M. Willey 13,128,876 1,684,651 35,235 2,044,743 David S. Jones 13,161,062 1,671,923 15,777 2,044,743
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.