Current Report Filing (8-k)
26 Mai 2021 - 7:22PM
Edgar (US Regulatory)
0001050441
false
0001050441
2021-05-20
2021-05-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 20, 2021
Eagle
Bancorp, Inc.
(Exact name of registrant as specified in
its charter)
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Maryland
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0-25923
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52-2061461
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(State or other jurisdiction
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(Commission file number)
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(IRS Employer
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of incorporation)
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Number)
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7830
Old Georgetown Road, Third Floor, Bethesda,
Maryland 20814
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including
area code: 301.986.1800
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class
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Trading
Symbols (s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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EGBN
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The Nasdaq Capital Market
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Check the appropriate
box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 20, 2021, Eagle Bancorp, Inc. (the “Company”)
held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved
the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and the Company’s 2021 Employee Stock Purchase Plan
(the “ESPP”). The 2021 Plan makes 1,300,000 shares of the Company’s common stock, par value $0.01 per share (the
“Common Stock”) available for issuance to eligible participants (less 921 shares issued under our prior plan after March
25, 2021), plus any shares underlying an award outstanding under the Eagle Bancorp, Inc. 2016 Stock Plan that expires, terminates, is
canceled or is forfeited for any reason following the Annual Meeting date. The 2021 Plan provides for the grant of the following equity-based
incentive awards to participants: (i) non-qualified stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted
stock units, and (v) other stock-based awards. The ESPP enables eligible employees to purchase shares of the Common Stock at a discount
through participation in discrete offering periods. The ESPP is intended to qualify as an employee stock purchase plan under section 423
of the Internal Revenue Code of 1986, as amended. A total of 200,000 shares of the Common Stock are available for purchase under the ESPP.
A description of the material terms and conditions
of (i) the 2021 Plan appears on pages 66-72 of the Company’s definitive proxy statement for the Annual Meeting filed with the Securities
and Exchange Commission on April 6, 2021, and (ii) the ESPP appears on pages 73-76 of such proxy statement. These descriptions are incorporated
into this Item 5.02(e) by reference. These descriptions do not purport to be complete, and are qualified in their entirety by reference
to the full text of the 2021 Plan and ESPP, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and incorporated
into this Item 5.02(e) by reference.
Item 5.07. Submission
of Matters to Vote of Security Holders.
On May 20, 2021, the Company held its Annual Meeting for the purposes
of:
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1.
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electing ten (10) directors to serve until the 2022 Annual Meeting of Shareholders or until their successors are duly elected and
qualified;
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2.
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ratifying the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ended December
31, 2021;
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3.
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approving the adoption of the 2021 Plan;
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4.
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approving the adoption of the ESPP; and
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5.
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approving a non-binding, advisory resolution approving the compensation of our named executive officers.
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At the Annual Meeting, the Company’s shareholders elected ten
individuals to the Board of Directors and approved Proposals 2, 3, 4 and 5.
(1) The name of
each director elected at the meeting, and the votes cast for such persons, votes withheld and broker non-votes are set forth below:
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Name
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For
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Against
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Abstain
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Broker Non-votes
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Matthew D. Brockwell
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24,345,987
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381,973
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62,339
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3,105,327
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Steven Freidkin
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24,542,966
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239,978
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7,355
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3,105,327
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Ernest D. Jarvis
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24,586,023
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198,687
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5,589
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3,105,327
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Theresa G. LaPlaca
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24,544,317
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224,556
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21,426
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3,105,327
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A. Leslie Ludwig
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24,370,993
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373,298
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46,008
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3,105,327
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Norman R. Pozez
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24,166,539
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617,222
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6,538
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3,105,327
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Kathy A. Raffa
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24,404,752
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383,917
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1,630
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3,105,327
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Susan G. Riel
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24,640,516
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144,312
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5,471
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3,105,327
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James A. Soltesz
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24,219,811
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564,133
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6,355
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3,105,327
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Benjamin M. Soto
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24,412,091
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374,328
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3,880
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3,105,327
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(2) The number
of votes cast for or against, and the number of abstentions and broker non-votes cast on the ratification of the appointment of Crowe
LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2021 is as set forth below:
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For
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Against
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Abstain
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Broker Non-votes
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27,788,951
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57,672
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49,003
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0
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(3) The number
of votes cast for or against, and the number of abstentions and broker non-votes cast on the adoption of the Company’s 2021 Plan
is as set forth below:
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For
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Against
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Abstain
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Broker Non-votes
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23,069,969
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1,668,169
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52,161
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3,105,327
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(4) The number
of votes cast for or against, and the number of abstentions and broker non-votes cast on the adoption of the Company’s ESPP is as
set forth below:
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For
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Against
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Abstain
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Broker Non-votes
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24,426,139
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284,550
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79,610
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3,105,327
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(5) The number
of votes cast for or against, and the number of abstentions and broker non-votes cast on the non-binding, advisory resolution approving
the compensation of our named executive officers is as set forth below:
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For
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Against
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Abstain
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Broker Non-votes
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23,388,295
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1,338,082
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63,921
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3,105,328
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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.
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EAGLE BANCORP, INC.
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By:
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/s/ Susan G. Riel
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Susan G. Riel, President & Chief Executive Officer
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Dated: May 26, 2021
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