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): March 23, 2023
EAGLE BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 0-25923 | 52-2061461 | ||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
7830 Old Georgetown Road, Third Floor
Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)
(301) 986-1800
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 par value | EGBN | The Nasdaq Stock Market LLC | ||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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)) | ||||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 23, 2023, Mr. Ernest Drew Jarvis informed the Company that he will not stand for re-election at the Company’s 2023 Annual Meeting of Stockholders (the “Annual General Meeting”) and serve another term as Director of the Company and the Bank due to personal reasons, and not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Jarvis will continue as a Director of the Company and the Bank until his term expires on May 18, 2023, the date of the Company’s Annual General Meeting. In recognition of his valuable service to the Company since 2021, the Compensation Committee of the Board of the Company has exercised its discretion and accelerated the vesting of Mr. Jarvis’s outstanding unvested restricted shares previously granted with a market value of approximately $70,000. Ms. Susan Riel, President and CEO of the Company remarked, “We thank Ernie for his valuable contributions to EagleBank. During his service on our Board, Ernie made a positive difference in facilitating effective Board oversight and in helping Eagle contribute to the communities we serve.”
SIGNATURE
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.
| EAGLE BANCORP INC. | ||||||||
| Date: March 24, 2023 | By: | /s/ Charles D. Levingston | ||||||
| Charles D. Levingston | ||||||||
| Executive Vice President, Chief Financial Officer | ||||||||