UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 26, 2020
Eagle Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 0-25923 | 52-2061461 |
| (State or other jurisdiction | (Commission file number) | (IRS Employer |
| of incorporation) | | Number) |
7830 Old Georgetown Road, Third Floor, Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 301.986.1800
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbols (s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | EGBN | The Nasdaq Capital Market |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| ¨ | 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 5.07. Submission of Matters to Vote of Security Holders.
On May 21, 2020, the Annual Meeting of Shareholders of Eagle Bancorp, Inc. (the “Company”) was held for the purposes of:
1. electing eight (8) directors to serve until the 2021 Annual Meeting of Shareholders and until their successors are duly elected and qualified;
2. ratifying the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accountants for the year ended December 31, 2020; and
3. voting on a non-binding advisory resolution approving the compensation of our named executive officers.
At the Annual Meeting, the Company’s shareholders elected eight individuals to the Board of Directors and approved Proposals 2 and 3.
(1) The name of each director elected at the meeting, and the votes cast for such persons, votes withheld and broker non-votes are set forth below:
| Name | | For | | | Against | | | Abstain | | | Broker Non-
votes | |
| Matthew D. Brockwell | | | 25,707,402 | | | | 135,259 | | | | 172,985 | | | | 4,149,953 | |
| Theresa G. LaPlaca | | | 25,621,515 | | | | 221,508 | | | | 172,624 | | | | 4,149,952 | |
| A Leslie Ludwig | | | 25,678,581 | | | | 233,789 | | | | 103,277 | | | | 4,149,952 | |
| Norman R. Pozez | | | 24,936,212 | | | | 839,380 | | | | 240,054 | | | | 4,149,953 | |
| Kathy A. Raffa | | | 25,580,014 | | | | 336,162 | | | | 99,471 | | | | 4,149,952 | |
| Susan G. Riel | | | 25,630,904 | | | | 307,963 | | | | 76,781 | | | | 4,149,951 | |
| James A. Soltesz | | | 25,544,026 | | | | 360,051 | | | | 111,570 | | | | 4,149,952 | |
| Benjamin M. Soto | | | 25,746,202 | | | | 219,887 | | | | 49,558 | | | | 4,149,952 | |
(2) The number of votes cast for or against, and the number of abstentions and broker non-votes cast on the ratification of the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm is as set forth below:
| For | | | Against | | | Abstain | | | Broker Non-votes | |
| | 28,135,087 | | | | 1,970,764 | | | | 59,748 | | | | 0 | |
(3) The number of votes cast for or against, and the number of abstentions and broker non-votes cast on the nonbinding advisory resolution approving the compensation of our executive officers is as set forth below:
| For | | | Against | | | Abstain | | | Broker Non-votes | |
| | 21,899,178 | | | | 3,917,747 | | | | 198,720 | | | | 4,149,954 | |
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.
| | EAGLE BANCORP, INC. |
| | |
| | |
| | By: | /s/ Susan G. Riel |
| | | Susan G. Riel, President & Chief Executive Officer |
Dated: May 26, 2020
