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
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Date of Report (Date of earliest event report)
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April 28, 2017
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Severn Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
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Maryland
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0-49731
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52-1726127
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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200 Westgate Circle, Suite 200, Annapolis, Maryland
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21401
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(Address of principal executive offices)
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(Zip Code)
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410-260-2000
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(Registrant’s telephone number, including area code)
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(Former name or former address, if change since last report)
Check the appropriate box below if the Form8-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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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. ☐
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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Severn Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 27, 2017, at which time it (a) elected three (3) individuals to serve a three-year term as director, and (b) ratified the appointment of BDO USA, LLP as the Company’s independent auditor for the fiscal year ending December 31, 2017, and (c) confirmed the Company’s executive compensation.
The names of the directors who were elected at the Annual Meeting of Shareholders for a three year term are as follows:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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David S. Jones
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6,445,759
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147,787
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2,282,307
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John Lamon
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6,576,550
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16,996
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2,282,307
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Konrad Wayson
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6,367,021
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226,526
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2,282,307
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The names of the directors whose terms of office continued after the Annual Meeting of Shareholders are as follows:
Alan J. Hyatt
Raymond Crosby
James H. Johnson, Jr.
Eric Keitz
Albert Shields
Mary Kathleen Sulick
The shareholders of the Company ratified the appointment BDO USA, LLP as Bancorp’s independent auditor for the fiscal year ending December 31, 2017 as follows:
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Votes For
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Votes Against
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Votes Abstain
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Appointment of BDO, LLP as independent auditor
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8,743,999
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121,071
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10,783
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The Shareholders of the Company approved the Company’s Executive Compensation Plan, referred to as “Say on Pay”.
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Votes For
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Votes Against
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Votes
Abstain
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Broker Non-
Votes
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Approval of the Company’s Executive Compensation Plan
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6,206,412
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127,249
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259,885
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2,282,307
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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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Severn Bancorp, Inc.
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Dated: April 28, 2017
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By:
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/s/Paul B. Susie
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Paul B. Susie
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Chief Financial Officer and
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Principal Accounting Officer
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