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): June 2, 2021 (May 26, 2021)
 
Howard Bancorp, Inc.
(Exact name of registrant as specified in charter)
 
Maryland
 
001-35489
 
20-3735949
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
3301 Boston Street
Baltimore, Maryland
 
21224
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code (410) 750-0020
 
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))

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, par value $0.01 per share
HBMD
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.07                          Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on May 26, 2021.  At the annual meeting, the stockholders voted on three proposals, as noted below and described in the Company’s 2021 Proxy Statement.  Following is a tabulation of the votes with respect to each proposal.
 
Proposal 1
 
To elect (i) four Class I directors to serve for a three-year term expiring at the annual meeting of stockholders in 2024 and until his or her successor is duly elected and qualified; and (ii) one Class III director to serve for a two-year term expiring at the annual meeting of stockholders in 2023 and until her successor is duly elected and qualified.
 
 
  
Votes Cast
Class I Directors
  
For
  
Withheld
  
Broker Non-Votes
Howard Feinglass
  
13,152,937
  
229,483
  
3,043,328
John J. Keenan
  
11,285,162
  
2,097,258
  
3,043,328
Robert D. Kunisch, Jr
  
12,782,965
  
599,455
  
3,043,328
Thomas P. O’Neill
  
13,163,942
  
218,478
  
3,043,328
 
            
Class III Director
            
Linda Singh
  
13,292,535
  
89,885
  
3,043,328


Proposal 2
 
To approve, on a non-binding advisory basis, the compensation of our named executive officers.
 
Votes Cast
For
  
Against
  
Abstain
  
Broker Non-Votes
12,487,530
  
387,348
  
507,542
  
3,043,328

Proposal 3
 
To ratify the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2021.

Votes Cast
For
  
Against
  
Abstain
  
Broker Non-Votes
15,590,493
  
31,789
  
443,466
  
0

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.
 
 
 
 
 
HOWARD BANCORP, INC.
 
 
 
Dated:  June 2, 2021
 
 
 
 
 
 
By:
  /s/  Mary Ann Scully
 
 
Name: Mary Ann Scully
Title:   Chief Executive Officer