{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-064700","form_type":"8-K","ticker":"SHBI","cik":"0001035092","company_name":"SHORE BANCSHARES INC","filed_at":"2023-05-25T23:59:59+00:00","discovered_at":"2026-05-14T18:03:37.697770+00:00","generated_at":"2026-06-14T14:02:34.992249+00:00","sec_items":["5.02","5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Shore Bancshares appoints 8 TCFC directors, amends bylaws, reports annual meeting votes","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-064700","json":"https://secwatch.observer/filing/0001104659-23-064700.json","markdown":"https://secwatch.observer/filing/0001104659-23-064700.md","text":"https://secwatch.observer/filing/0001104659-23-064700.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/tm2316952d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T14:02:34.992249+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"16db14bedc","claim":"Joseph V. Stone, Jr. was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.","evidence_excerpt":"Joseph V. Stone, Jr., E. Lawrence Sanders, III to Class III","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"39d33c28f1","claim":"James M. Burke was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.","evidence_excerpt":"James M. Burke, Austin J. Slater, Louis P. Jenkins, Jr. to Class II","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"4205e3eef4","claim":"Jeffrey E. Thompson resigned as Member of the Board of Directors at SHORE BANCSHARES INC.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"547ade965b","claim":"Blenda Armistead resigned as Member of the Board of Directors at SHORE BANCSHARES INC.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"638a05247d","claim":"Michael B. Adams was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.","evidence_excerpt":"appointed Mary Todd Peterson, Rebecca M. McDonald, Michael B. Adams to Class I","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"6415e8bdaa","claim":"Louis P. Jenkins, Jr. was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.","evidence_excerpt":"James M. Burke, Austin J. Slater, Louis P. Jenkins, Jr. to Class II","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"b5bd3446b4","claim":"Rebecca M. McDonald was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.","evidence_excerpt":"appointed Mary Todd Peterson, Rebecca M. McDonald, Michael B. Adams to Class I","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"b6c43734d5","claim":"E. Lawrence Sanders, III was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.","evidence_excerpt":"Joseph V. Stone, Jr., E. Lawrence Sanders, III to Class III","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"c5fa3d2dbd","claim":"Austin J. Slater was appointed as Vice Chairman of the Board at SHORE BANCSHARES INC.","evidence_excerpt":"appointed Austin J. Slater as Vice Chairman of the SHBI Board and Shore United Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Vice Chairman of the Board"}],"fact_type":"executive_change"},{"claim_id":"d202ccfdc1","claim":"Mary Todd Peterson was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.","evidence_excerpt":"appointed Mary Todd Peterson, Rebecca M. McDonald, Michael B. Adams to Class I","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"db54ab560b","claim":"Austin J. Slater was appointed as Member of the Board of Directors at SHORE BANCSHARES INC.","evidence_excerpt":"James M. Burke, Austin J. Slater, Louis P. Jenkins, Jr. to Class II","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"f6aa673519","claim":"Lloyd L. Beatty, Jr. departed as Member of the Board of Directors at SHORE BANCSHARES INC.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retiring"},{"label":"Role","value":"Member of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"94dddf3aa2d4f37d573fb6892ae00daee25220a7","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-05-24"}],"fact_type":"governance_change"},{"claim_id":"249883a33c8a83af82d73b7769fd4151a2af0719","claim":"SHORE BANCSHARES INC shareholders approved To adopt a non-binding advisory resolution approving the compensation of SHBI’s NEOs.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"5de46836b146934d8f5535d040f2d15d07d7aac9","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"7108c5d25ee750b835ddbd3ed148571c0446b933","claim":"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.","evidence_excerpt":"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 ―","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-31"}],"fact_type":"shareholder_vote"},{"claim_id":"b831488d0890d9212a0734636caf965e32ea607d","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}