--- 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" generated_at: "2026-06-14T14:02:34.992249+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Shore Bancshares appoints 8 TCFC directors, amends bylaws, reports annual meeting votes ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-064700 - JSON: https://secwatch.observer/filing/0001104659-23-064700.json - Plain text: https://secwatch.observer/filing/0001104659-23-064700.txt ## Key facts - Executive change 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 source text: Joseph V. Stone, Jr., E. Lawrence Sanders, III to Class III evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Executive change 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 source text: James M. Burke, Austin J. Slater, Louis P. Jenkins, Jr. to Class II evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Executive change Jeffrey E. Thompson resigned as Member of the Board of Directors at SHORE BANCSHARES INC. - Action: resigned - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Executive change Blenda Armistead resigned as Member of the Board of Directors at SHORE BANCSHARES INC. - Action: resigned - Role: Member of the Board of Directors source text: 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_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Executive change 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 source text: appointed Mary Todd Peterson, Rebecca M. McDonald, Michael B. Adams to Class I evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Executive change 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 source text: James M. Burke, Austin J. Slater, Louis P. Jenkins, Jr. to Class II evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Executive change 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 source text: appointed Mary Todd Peterson, Rebecca M. McDonald, Michael B. Adams to Class I evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Executive change 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 source text: Joseph V. Stone, Jr., E. Lawrence Sanders, III to Class III evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Executive change Austin J. Slater was appointed as Vice Chairman of the Board at SHORE BANCSHARES INC. - Action: appointed - Role: Vice Chairman of the Board source text: appointed Austin J. Slater as Vice Chairman of the SHBI Board and Shore United Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Executive change 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 source text: appointed Mary Todd Peterson, Rebecca M. McDonald, Michael B. Adams to Class I evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Executive change 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 source text: James M. Burke, Austin J. Slater, Louis P. Jenkins, Jr. to Class II evidence_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Executive change 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Governance Changes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1035092/000110465923064700/0001104659-23-064700-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.