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 24, 2020
Severn Bancorp, Inc.
(Exact name of the registrant as specified in its charter)
| Maryland | 000-49731 | 52-1726127 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
| 200 Westgate Circle, Suite 200 | | |
| Annapolis, Maryland | | 21401 |
| (Address of principal executive offices) | | (Zip Code) |
410-260-2000
(Registrant’s telephone number)
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 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-4c) |
| | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | Common Stock, $0.01 par value | | SVBI | | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Effective on March 24, 2020, the Board of Directors of Severn Bancorp, Inc. (the “Company”) amended the Company’s Bylaws (Article II, Section 1) to allow the Board of Directors to choose no place for the location of a meeting of shareholders and instead use means of remote communication to hold an annual or special meeting of shareholders. This bylaw amendment will allow the Company to conduct virtual meetings of shareholders as permitted by Maryland law. The Amended and Restated Bylaws of the Company are filed hereto as Exhibit 3.2.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. Not applicable. |
| (b) | Pro Forma Financial Information. Not applicable. |
| (c) | Shell Company Transactions. Not applicable. |
| | Exhibit No. | Description |
| | | |
| | | Amended and Restated Bylaws of Severn Bancorp, Inc., dated as of March 24, 2020 |
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.
| | SEVERN BANCORP, INC. |
| | |
Dated: March 27, 2020 | By: /s/Alan J. Hyatt |
| | |
| | Chairman, President and Chief Executive Officer |
