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): June 22, 2023
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)) |
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| | ¨ | 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 | Nasdaq Capital 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.
On June 22, 2023, Partners Bancorp (the “Company”) held a special meeting of the Company’s stockholders (the “Special Meeting”). There were 17,985,577 shares of the Company’s common stock outstanding on the record date and entitled to vote at the Special Meeting, and 14,722,173 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 (the “Merger Agreement”), dated as of February 22, 2023, by and between LINKBANCORP, Inc. (“LINK”) and the Company, and the transactions contemplated by the Merger Agreement, pursuant to which the Company will merge with and into LINK (the “Merger Proposal”); (2) a proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to certain executive officers of the Company in connection with the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and (3) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to the Company’s stockholders (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 | | | 14,092,845 | | | | 470,664 | | | | 20,220 | | | | 138,444 | |
| Proposal 2 – Compensation Proposal | | | 11,995,723 | | | | 2,363,407 | | | | 224,599 | | | | 138,444 | |
| Proposal 3 – Adjournment Proposal | | | 14,100,652 | | | | 558,025 | | | | 63,496 | | | | - | |
On June 22, 2023, the Company and LINK issued a joint press release announcing the results of their respective special meetings held on June 22, 2023. A copy of the joint press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: June 23, 2023 | By: | /s/ John W. Breda |
| | | John W. Breda |
| | | President and Chief Executive Officer |
