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 29, 2015
Bay Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 000-23090 | 52-1660951 |
| (State or other jurisdiction of | (Commission file number) | (IRS Employer |
| incorporation or organization) | | Identification No.) |
| 2329 West Joppa Road, Suite 325, Lutherville, MD | 21093 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (410) 494-2580
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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) and (b) Voting Results.
At the annual meeting of stockholders of Bay Bancorp, Inc. (the “Corporation”) held on May 27, 2015, the stockholders voted on the four proposals set forth below. These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below.
Proposal 1 – The election of nine directors to serve on the Corporation’s Board of Directors until the 2016 annual meeting of stockholders and until their successors are duly elected and qualified:
| | For | Withheld | Abstain | Broker Non-Votes |
| Pierre Abushacra | 2,371,275 | 71,494 | | |
| Robert J. Aumiller | 2,366,566 | 76,203 | | |
| Steven K. Breeden | 2,395,570 | 47,199 | | |
| Mark M. Caplan | 2,373,574 | 69,195 | | |
| Michael J. Chiaramonte | 2,371,954 | 70,815 | | |
| Harold I. Hackerman | 2,394,954 | 47,815 | | |
| Eric D. Hovde | 2,273,726 | 169,043 | | |
| Charles L. Maskell, Jr. | 2,394,570 | 48,199 | | |
| Joseph J. Thomas | 2,310,570 | 132,199 | | |
Proposal 2 – The approval of the Bay Bancorp, Inc. 2015 Equity Compensation Plan:
| For | Against | Abstain | Broker Non-Votes |
| 1,638,441 | 758,743 | 45,585 | 4,490,983 |
Proposal 3 – The ratification of the appointment of McGladrey LLP as the Corporation’s independent registered public accounting firm for 2015:
| For | Against | Abstain | Broker Non-Votes |
| 6,799,231 | 130,841 | 3,680 | |
Proposal 4 – The adoption of a non-binding advisory resolution approving the compensation paid to the Corporation’s named executive officers for 2014:
| For | Against | Abstain | Broker Non-Votes |
| 2,036,879 | 358,367 | 47,523 | 4,490,983 |
Item 8.01. Other Events.
On May 29, 2015, the Corporation issued a press release regarding the director elections discussed in Item 5.07 of this report and certain corporate governance matters, a copy of which is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibits furnished with this report are listed in the Exhibit Index which immediately follows the signatures hereto, which Exhibit Index is incorporated herein by reference.
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.
| | BAY BANCORP, INC. | |
| | | | |
| Dated: May 29, 2015 | By: | /s/ Joseph J. Thomas | |
| | | Joseph J. Thomas Chairman, President & CEO |
EXHIBIT INDEX
| 99.1 | Press release dated May 29, 2015 (filed herewith) |
