Shore Bancshares : Submission of Matters to a Vote of Security Holders - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 25, 2022 (May 24, 2022)

SHORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Maryland		000-22345		52-1974638
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

18 E. Dover St, Easton,Maryland21601

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:[phone]

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-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications 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:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $.01 per share	SHBI	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ¨

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Shore Bancshares, Inc. (the "Company") held on May 24, 2022 (the "Annual Meeting"), the Company's stockholders voted on: (i) the election of four director nominees (Proposal 1), (ii) the ratification of the appointment of the Company's independent registered public accounting firm for fiscal year 2022 (Proposal 2); and (iii) the adoption of a non-binding advisory resolution approving the compensation of the Company's named executive officers (Proposal 3). These matters were submitted to a vote through the solicitation of proxies. Each of the proposals is described in further detail in the Company's Definitive Proxy Statement. Other than the three proposals addressed below and described in the Company's Definitive Proxy Statement, no other proposal was submitted at the Annual Meeting for stockholder action.

On the record date for the Annual Meeting, there were 19,843,379 shares of Company common stock issued, outstanding and entitled to vote. Stockholders holding 16,489,583 shares of Company common stock were present at the Annual Meeting, in person or represented by proxy.

Each of the three proposals that were voted on at the Annual Meeting were approved by the Company's stockholders. The results of the votes are set forth below:

Proposal 1 - To elect four Class I directors to serve for a three-year term ending at the 2025 Annual Meeting of Stockholders.

Class I Directors
		For			Against			Abstain			Broker Non-Votes
John A. Lamon, III			12,262,227				1,500,327				13,749				2,713,280
Jeffrey E. Thompson			13,101,106				587,298				87,899				2,713,280
Frank E. Mason, III			11,361,154				1,978,078				437,072				2,713,280
William E. Esham, III			13,123,221				601,410				51,673				2,713,280

Proposal 2 - To ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company's

independent registered public accounting firm for fiscal year 2022.

For			Against			Abstain			Broker Non-Votes
	15,754,476				157,741				577,366				-

Proposal 3 - To adopt a non-binding advisory resolution approving the compensation of the Company's named executive officers.

For			Against			Abstain			Broker Non-Votes
	12,772,440				842,438				161,424				2,713,280

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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.

	SHORE BANCSHARES, INC.
Dated: May 25, 2022	By:	/s/ Lloyd L. Beatty, Jr.
		Lloyd L. Beatty, Jr.
		President and Chief Executive Officer

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