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Section 1: 8-K (8-K)

shbi-8k_20200210.DOCX.htm

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): February 10, 2020

 

SHORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

0-22345

52-1974638

(State or other jurisdiction of

(Commission file number)

(IRS Employer

incorporation or organization)

 

Identification No.)

28969 Information Lane, Easton, Maryland 21601

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (410) 763-7800

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock

 

SHBI

 

NASDAQ

 

 

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 8.01.  Other Events.

On February 10, 2020, Shore Bancshares, Inc. announced that its Board of Directors declared a cash dividend of $0.12 per share, payable on March 4, 2020 to holders of record of shares of common stock as of February 20, 2020.  A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

The information furnished under Item 8.01 and Item 9.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The exhibits that are filed or furnished with this report are listed in the Exhibit Index that immediately follows, which list is incorporated herein by reference.

 

 

EXHIBIT INDEX

 

 

Exhibit

Number

Description

 

 

99.1

Press Release, dated February 10, 2020

 


2


 

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.

 

 

 

SHORE BANCSHARES, INC.

 

 

Dated: February 10, 2020

By: 

/s/ Lloyd L. Beatty, Jr.

 

 

Lloyd L. Beatty, Jr.
President and Chief Executive Officer

 

3

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

Shore Bancshares, Inc. Reports Quarterly Dividend of $0.12 Per Share

EASTON, Md., Feb. 10, 2020 /PRNewswire/ -- Shore Bancshares, Inc. (NASDAQ: SHBI) announced that the Board of Directors has declared a quarterly common stock dividend in the amount of $0.12 per share, payable March 4, 2020 to stockholders of record on February 20, 2020.

"We are pleased to announce the continuation of our quarterly cash dividend of $0.12 per share." said Lloyd L. "Scott" Beatty, Jr., President and Chief Executive Officer. "2019 was a good year for the Company and we remain committed to our strategy for growth and enhancing shareholder value. This dividend will result in a payout ratio for 2019 of 34.6%."

Shore Bancshares Information
Shore Bancshares is a financial holding company headquartered in Easton, Maryland and is the largest independent bank holding company located on Maryland's Eastern Shore. It is the parent company of Shore United Bank. Shore Bancshares engages in trust and wealth management services through Wye Financial & Trust, a division of Shore United Bank.

Additional information is available at www.shorebancshares.com.

Forward-Looking Statements
The statements contained herein that are not historical facts are forward-looking statements (as defined by the Private Securities Litigation Reform Act of 1995) based on management's current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. 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. These projections involve risk and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. For a discussion of these risks and uncertainties, see the section of the periodic reports filed by Shore Bancshares, Inc. with the Securities and Exchange Commission entitled "Risk Factors".

The Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.



CONTACT: Edward Allen, Chief Financial Officer, 410-763-7800

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