Harford Bank : Form 8-K~Current Report

FEDERAL DEPOSIT INSURANCE CORPORATION

Washington, D.C. 20429

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 10, 2023

Harford Bank

(Exact name of registrant as specified in its charter)

Maryland	19101	52-0799113
(State or other jurisdiction of	(FDIC file number)	(IRS Employer
incorporation or organization)		Identification No.)

8 West Bel Air Avenue, Aberdeen, Maryland 21001(Address of principal executive offices) (Zip Code)

[phone]

(Registrant's telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17

CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) and (b) Voting Results.

At the 2023 annual meeting of stockholders of Harford Bank (the "Bank") held on May 10, 2023, the stockholders voted on the two proposals set forth below. These proposals were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below.

Proposal 1 - Election of 13 nominees to serve on the Bank's Board of Directors (the "Board"), each until the 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified.

				Broker
Director Elected	For	Against	Abstain	Non-Votes
Michael F. Allen	777,415	38,881		0
Tony L. Bennett, CPCU, CIC	776,369	39,927		0
Daniel M. Driver	772,691	43,605		0
Carolyn Wilson Evans	777,415	38,881		0
Richard F. Foard, Jr.	775,427	40,869		0
Stephanie Novak Hau	771,181	45,115		0
Henry S. Holloway	776,801	39,495		0
Timothy N. Hopkins	770,854	45,442		0
Charles H. Jacobs, Jr.	770,688	45,608		0
John S. Karas	771,778	44,518		0
Bryan E. Kelly, CFP	776,757	39,539		0
Stephen K. Nolan	777,415	38,881		0
Wayne Tapscott	777,371	38,925		0

Proposal 2 - adoption of a non-binding advisory resolution approving the compensation of the named executive officers for 2022:

For	Against	Abstain	Broker Non-Votes
783,627	9,508	23,161	0

Item 7.01. Regulation FD Disclosure.

On May 12, 2023, the Bank issued the following statement:

The Board of Directors of Harford Bank is pleased to announce that, at its annual organizational meeting held on May 10, 2023, the Board elected Henry S. Holloway as its Chairman. Henry, who serves as President of The Mill of Bel Air, joined Harford Bank's Board on November 16, 2000. He has been an active and insightful director for more than 22 years, and he has been a loyal client of Harford Bank since the 1990s. We are confident he will carry on the proud tradition of leadership we've enjoyed under John Karas.

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We want to thank John S. Karas for serving as the Board Chair since January 1, 2000, and as a Harford Bank director since January 20, 1994. John will remain a director until the end of this current term, but he wanted to pass the Chairmanship baton to his successor before he reached mandatory retirement age. This allows for a smooth transition and appropriate overlap.

John was only the second Board Chair this bank ever had, and he assumed that seat at a turbulent time for the Bank. Under his calm but visionary leadership, Harford Bank has thrived and developed into a vital member of the Harford and Cecil County communities. It is difficult to overstate what he has meant to this organization, so we are grateful he'll be around for the remainder of his term.

The information contained in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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.

		HARFORD BANK
Dated: May 12, 2023	By: /s/ Neil L. Christ
		Neil L. Christ, CPA
		Senior Vice President & CFO

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