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 9, 2022
Partners Bancorp
(Exact name of registrant as specified in its charter)
| Maryland | 001-39285 | 52-1559535 |
| (State or other jurisdiction | (Commission file number) | (IRS Employer |
| of incorporation) | | Identification No.) |
2245 Northwood Drive, Salisbury, Maryland 21801
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 548-1100
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 (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)) |
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, par value $0.01 per share | PTRS | The NASDAQ Stock Market LLC |
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.
On March 9, 2022, Partners Bancorp (the “Company”) held a special meeting of the Company’s stockholders (the “Special Meeting”). There were 17,941,604 shares of the Company’s common stock outstanding on the record date and entitled to vote at the Special Meeting, and 14,433,536 shares were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting.
The Company’s stockholders voted on the following: (1) a proposal to approve the Agreement and Plan of Merger, dated as of November 4, 2021 (the “Agreement”), by and among OceanFirst Financial Corp. (“OceanFirst”), Coastal Merger Sub Corp., a wholly-owned subsidiary of OceanFirst (“Merger Sub”) and the Company, and the transactions contemplated by the Agreement, pursuant to which, among other things, Merger Sub will merge with and into the Company (the “Merger Proposal”); (2) a proposal to approve, on an advisory (non-binding) basis, the compensation that certain executive officers of the Company may receive in connection with the merger pursuant to existing agreements or arrangements with the Company (the “Compensation Proposal”); and (3) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (the “Adjournment Proposal”).
The Company’s stockholders approved each of the proposals. The final voting results for each proposal were as follows:
| | | For | | | Against | | | Abstain | | | Broker Non-Vote | |
| Proposal 1 – Merger Proposal | | | 14,020,255 | | | | 268,658 | | | | 144,623 | | | | - | |
| Proposal 2 – Compensation Proposal | | | 13,186,123 | | | | 1,048,821 | | | | 198,592 | | | | - | |
| Proposal 3 – Adjournment Proposal | | | 13,949,802 | | | | 380,717 | | | | 103,017 | | | | - | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
| | Partners Bancorp |
| | | |
| Date: March 10, 2022 | By: | /s/ Lloyd B. Harrison, III |
| | | Lloyd B. Harrison, III |
| | | Chief Executive Officer |
