GLBZ Glen Burnie Bancorp

 

 

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): September 15, 2023

 

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously announced, on June 30, 2023, John D. Long, a member of the Board of Directors and President and Chief Executive Officer of Glen Burnie Bancorp (the “Company”) and its wholly-owned subsidiary, The Bank of Glen Burnie (the “Bank”) since 2016, notified the Company’s Board of Directors that, effective December 31, 2023, he will retire from his positions with, and as a director of, the Company and the Bank. Mr. Long has since notified the Company’s Board of Directors that he would like to accelerate the date of his retirement to October 16, 2023.

 

On September 14, 2023, the Board of Directors of the Company approved the appointment of Mark C. Hanna as Executive Vice President of the Bank, effective October 2, 2023, and the appointment of Mr. Hanna to succeed Mr. Long as President and Chief Executive Officer of the Company and the Bank, effective October 16, 2023. The Board’s appointments were made subject to agreement of terms of employment, and on September 15, 2023, Mr. Hanna and the Bank agreed to terms of employment.

 

Mr. Hanna, age 55, has over 30 years’ experience in commercial banking, many of them with community banks. From 2017 through April 2023, Mr. Hanna served as President (adding the title of Chief Executive Officer in 2018) of F&M Bank Corp., and from 2005 until 2017 he served in various executive capacities with Eastern Virginia Bankshares and Virginia Company Bank (now part of Primis Financial Corp.). From 1990 to 2005, Mr. Hanna held different positions in large commercial banks. Mr. Hanna received a Bachelor of Science in Business Administration from Wake Forest University in 1990, and a Masters of Business Administration from the University of North Carolina at Greensboro in 1998.

 

Under the terms of Mr. Hanna’s employment, he will receive an annual base salary of $258,000, subject to merit increases in the discretion of management, plus benefits. In addition, he is eligible to receive incentive compensation in accordance with the policies of the Bank for its executive officers if certain performance goals are met. Mr. Hanna’s employment may be terminated by either party at any time.

 

Item 9.01.

Financial Statements and Exhibits.

 

(c)            Exhibits

 

 

The following exhibits are furnished herewith:

 

Exhibit No.

 

10.1	Employment Letter dated September 15, 2023 between The Bank of Glen Burnie and Mark C. Hanna

 

99.1	Press Release dated September 20, 2023

 

104	Cover Page Interactive Data File (embedded as Inline XBRL document)

 

 

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: September 20, 2023	By:	/s/ John D. Long
		John D. Long
		Chief Executive Office

 

 

 

Exhibit 10.1

 

September 15, 2023

 

Mr. Mark C. Hanna

444 Ott Street

Harrisonburg, Virginia 22901

 

Dear Mr. Hanna,

 

On behalf of The Bank of Glen Burnie and the Board of Directors, it is my pleasure to offer you the position of Executive Vice President, reporting to John D. Long, President/CEO starting October 2, 2023. Effective October 16, 2023, you will be elevated to the position of President/CEO of The Bank of Glen Burnie and Glen Burnie Bancorp reporting to the Chairman of the Board. This position has an annual salary of $258,000.00, which will be paid to you on a bi-weekly basis (less withheld taxes as required by law and such other amounts as you authorize in writing to be deducted).

 

The bonus plan for 2024 and beyond, should such a plan exist, is based upon the goals and objectives agreed to in the performance development planning process with the Board of Directors.

 

Merit increases with The Bank of Glen Burnie are implemented on a common date in December of each year for Senior Management. Evaluations and merit increases are predicated upon performance during the preceding fiscal year. Your first performance evaluation will be on December 1, 2024.

 

In addition, you will also receive the following:

 

	·	Car allowance of $350.00 per month,
	·	Paid moving company expense.
	·	Four (4) weeks of Annual Leave (pro-rated for this year)
	·	Housing expense paid for 2 months for family amount subject to Board approval.
	·	Corporate Credit Card

 

As a full-time salaried employee, you are eligible to participate in the following plans: Medical, Dental, Vision, Short-Term, Long-Term Disability, 401(k)/Profit Sharing, 3% Safe Harbor Contribution, Group Term Life, Accidental Death and Dismemberment, Flexible Spending Account and Annual Leave. Details of these plans will be communicated to you in the orientation packet.

 

 

Your employment with The Bank of Glen Burnie is at-will and either party can terminate the relationship at any time with or without notice. You acknowledge that this offer letter represents the entire agreement between you and The Bank of Glen Burnie. This offer letter does not constitute a contract of employment for any period of time and constitutes the full commitment that has been extended to you. Should you have any questions please contact me at 410-768-8858.

 

The skills and knowledge you will bring with you will be a definite asset to our organization. We look forward to having you join the Bank.

 

If you are in agreement with the above outline, kindly indicate your understanding and acceptance of our offer by signing below and returning a copy in the enclosed envelope within seven (7) days of receipt. 

 

Sincerely,

 

/s/

John Demyan

Chairman of the Board

 

I agree to the terms of the employment above.

 

/s/
Mark Hanna
9/15/2023
Date
Employment Date

 

 

Exhibit 99.1

 

 

Press Release

For Immediate Release Date: September 20, 2023

 

GLEN BURNIE BANCORP NAMES MARK HANNA AS NEW PRESIDENT AND CEO

 

GLEN BURNIE, MD (September 20, 2023) – Glen Burnie Bancorp (NASDAQ: GLBZ), parent company of The Bank of Glen Burnie®, announced today that Mark C. Hanna will become President and CEO at Glen Burnie Bancorp and The Bank of Glen Burnie, succeeding John D. Long, who earlier this year announced his intent to retire. Mr. Hanna will join The Bank of Glen Burnie on October 2, 2023 as Executive Vice President, and, upon Mr. Long’s retirement effective October 16, 2023, Mr. Hanna will move into the President and CEO role at Glen Burnie Bancorp and The Bank of Glen Burnie.

 

“We are thrilled to welcome Mark Hanna to our leadership team,” said John E. Demyan, Chairman of the Board of Glen Burnie Bancorp. “His energy and enthusiasm, combined with decades of leadership experience specific to community banking, will be an asset to our shareholders, employees, and customers. He has a proven track record of generating low-cost deposit growth, maintaining asset quality, focusing on underwriting discipline, driving digital adoption strategy, and using his business development expertise to increase growth. We are confident that Mr. Hanna has the skill and experience to lead our company to greater growth and success.”

 

“I am honored to step into this role and work closely with the Board of Directors at Glen Burnie Bancorp,” said Mr. Hanna. “We will continue to build strong financial relationships with the residents and businesses in northern Anne Arundel County and I am excited to work with the talented team of customer-focused employees that help make The Bank of Glen Burnie such an asset to the community.”

 

Mr. Hanna brings more than 30 years of banking experience, most recently serving as President and CEO at F&M Bank (Farmers and Merchants Bank), a community bank serving Virginia’s Shenandoah Valley. Earlier in his career, he served as president of Eastern Virginia Bankshares’ Tidewater Region, and as President and CEO of Virginia Company Bank (now part of Primis Financial Corp.).

 

Active in the banking industry, Mr. Hanna served on the Board of Directors of both the Virginia Association of Community Banks and the Benefits Corporation of the Virginia Bankers Association. Additionally, he served as Federal Delegate for the State of Virginia to the Independent Community Bankers Association. He is also actively engaged with numerous community organizations and non-profits, reflecting his passion for community development.

 

 

Mr. Hanna holds a Bachelor of Science in Business Administration from Wake Forest University and a Master of Business Administration from the University of North Carolina at Greensboro.

 

# # #

 

Glen Burnie Bancorp Information

 

Glen Burnie Bancorp is a bank holding company headquartered in Glen Burnie, Maryland. Founded in 1949, The Bank of Glen Burnie® is a locally owned community bank with 8 branch offices serving Anne Arundel County. The Bank is engaged in the commercial and retail banking business including the acceptance of demand and time deposits, and the origination of loans to individuals, associations, partnerships, and corporations. The Bank’s real estate financing consists of residential first and second mortgage loans, home equity lines of credit and commercial mortgage loans. The Bank also originates automobile loans through arrangements with local automobile dealers. Additional information is available at www.thebankofglenburnie.com.

 

Forward-Looking Statements

 

The statements contained herein that are not historical financial information, may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, which could cause the company’s actual results in the future to differ materially from its historical results and those presently anticipated or projected. These statements are evidenced by terms such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions. Although these statements reflect management’s good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. For a more complete discussion of these and other risk factors, please see the company’s reports filed with the Securities and Exchange Commission.

 

For further information contact:

 

Janet Kim, Director of Marketing and Public Relations

410-768-8857

jkim@bogb.net

106 Padfield Blvd

Glen Burnie, MD 21061

 

 

v3.23.3

Cover	Sep. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 15, 2023
Entity File Number	0-24047
Entity Registrant Name	GLEN BURNIE BANCORP
Entity Central Index Key	0000890066
Entity Tax Identification Number	52-1782444
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	101 Crain Highway
Entity Address, Address Line Two	S.E.
Entity Address, City or Town	Glen Burnie
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21061
City Area Code	410
Local Phone Number	766-3300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	GLBZ
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---