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 12, 2022
GLEN BURNIE BANCORP
(Exact name of registrant as specified in its charter)
| Maryland | 0-24047 | 52-1782444 |
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | | Identification No.) |
101 Crain Highway, S.E., Glen Burnie, Maryland 21061
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (410) 766-3300
Inapplicable
(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:
| ¨ | 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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
| Common Stock | GLBZ | Nasdaq Capital Market |
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders of Glen Burnie Bancorp (the “Company”) was held on May 12, 2022. The matters submitted to the stockholders for a vote were: (i) the election of three directors; (ii) the authorization to accept the recommendation of the Company’s Audit Committee with respect to the selection of an independent auditing firm for the Company’s fiscal year ending December 31, 2022; (iii) a non-binding resolution approving the compensation of the executive officers named in the proxy statement; and (iv) a non-binding vote on the frequency of stockholder votes on the compensation of the executive officers named in the proxy statement.
Of the 2,856,257 shares entitled to notice of and to vote at the meeting, 2,118,324 shares (or 74.16% of the total shares) were represented at the meeting.
(i) The nominees submitted for election as directors were Thomas Clocker, Joan M. Rumenap and Julie Mussog. The following are the voting results (in number of shares) with respect to the election of directors:
| Name | | For | | | Withhold | | | Broker Non
Votes | |
| Thomas Clocker | | | 1,111,876 | | | | 41,052 | | | | 965,396 | |
| Julie Mussog | | | 1,125,430 | | | | 27,498 | | | | 965,396 | |
| Joan M. Rumenap | | | 1,126,540 | | | | 26,388 | | | | 965,396 | |
As a result, all of the nominees were elected to serve as directors for terms of three years each and until their successors are duly elected and qualified. Directors not up for re-election and continuing in office after the Meeting are: Andrew Cooch, John E. Demyan, Stanford D. Hess, Frederick W. Kuethe, III, John D. Long, Charles Lynch, Jr., and Mary Louise Wilcox.
(ii) The results of the vote on the proposal to authorize selection of an auditor were as follows:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 2,116,827 | | | | 292 | | | | 1,205 | | | | 0 | |
As a result, the proposal was approved.
(iii) The results of the vote on the non-binding resolution approving the compensation of the executive officers named in the proxy statement were as follows:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 1,073,898 | | | | 48,014 | | | | 31,016 | | | | 965,396 | |
As a result, the resolution was approved.
(iv) The results of the non-binding vote on the frequency of stockholder votes on the compensation of the executive officers named in the proxy statement were as follows:
One Year | | | Two Years | | | Three Years | | | Abstain | |
| | 274,086 | | | | 45,717 | | | | 810,661 | | | | 987,860 | |
As a result, the frequency of three years was approved. Consistent with the non-binding vote of the stockholders, the Company has determined to hold future advisory votes on executive compensation every three years.
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 thereunto duly authorized.
| | GLEN BURNIE BANCORP |
| | (Registrant) |
| |
| Date: May 13, 2022 | By: | /s/ John D. Long |
| | | John D. Long |
| | | Chief Executive Officer |
