Unassociated Document
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 2, 2006
SHORE
BANCSHARES, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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0-22345
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52-1974638
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(State
or other jurisdiction of
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(Commission
file number)
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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18
East Dover Street, Easton, Maryland 21601
(Address
of principal executive offices) (Zip Code)
(410)
822-1400
(Registrant’s
telephone number, including area code)
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))
ITEM
1.01. Entry
Into a Material Definitive Agreement.
In
accordance with the “Frequently Asked Questions” bulletin posted by the staff of
the Division of Corporation Finance of the Securities and Exchange Commission
(the “SEC”) on November 23, 2004, Shore Bancshares, Inc. (the “Company”) is
disclosing the following information that the SEC may deem to be material
definitive agreements with the Company’s directors:
On
February 2, 2006, the Company’s Board of Directors, upon the recommendation of
its Personnel Committee, increased the annual retainers and meeting fees paid
to
directors. Prior to these increases, each director received an annual retainer
of $3,000 and a meeting fee of $250 for each Board meeting and committee meeting
attended. Effective immediately, the annual retainer paid to the Chairman of
the
Board will increase to $10,000 and the annual retainer paid to each other
director will increase to $5,000. The fees paid for attending meetings (both
of
the Board and its committees) will increase to $500 for committee chairpersons
and $300 for all other directors.
ITEM
2.02. Results
of Operation and Financial Condition.
On
February 7, 2006, the Company issued a press release describing the Company’s
financial results for the quarter and year ended December 31, 2005, a copy
of
which is furnished herewith as Exhibit 99.1.
The
information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be
expressly set forth by specific reference in such a filing.
ITEM
7.01. Regulation
FD Disclosure.
On
February 2, 2006, the Company’s Board of Directors authorized the Company to
repurchase up to 165,000 shares of its common stock over a period not to exceed
60 months. Shares may be repurchased in the open market or in privately
negotiated transactions at such times and in such amounts per transaction as
the
President of the Company determines to be appropriate, subject to Board
oversight. The Company intends to use the repurchased shares to fund the
Company’s employee benefit plans and for other general corporate purposes. The
total number of shares authorized for repurchase under the program represents
approximately 3% of the Company’s 5,556,985 issued and outstanding shares at
December 31, 2005.
ITEM
9.01. Financial
Statements and Exhibits.
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(c) |
Exhibit
10.1 Changes
to Director Compensation Arrangements (filed
herewith).
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Exhibit
99.1 Press
Release dated February 7, 2006 (furnished herewith).
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
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SHORE BANCSHARES, INC. |
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| Dated:
February 8, 2006 |
By: |
/s/
W.
Moorhead Vermilye |
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W.
Moorhead Vermilye |
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President
and
CEO |
EXHIBIT
INDEX
Exhibit
| 10.1 |
Changes
to Director Compensation Arrangements (filed
herewith).
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| 99.1 |
Press
Release dated February 7, 2006 (furnished
herewith).
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