Item 8.01 Other Events.
On September 7, 2022, the Board of Directors (the "Board") of Partners Bancorp
(the "Company") determined that the Company's 2022 Annual Meeting of
Shareholders ("2022 Annual Meeting") will be held online via live webcast on
Wednesday, December 14, 2022 at 10:00 a.m. Eastern Time. The record date for the
determination of shareholders of the Company entitled to receive notice of and
to vote at the 2022 Annual Meeting has been set as the close of business on
October 14, 2022. Other information regarding the 2022 Annual Meeting will be
included in the Company's definitive proxy statement on Schedule 14A for the
2022 Annual Meeting (the "2022 Proxy Statement") to be filed with the U.S.
Securities and Exchange Commission (the "SEC").
The Company has scheduled the 2022 Annual Meeting in order to comply with NASDAQ
corporate governance requirements. The 2022 Annual Meeting had been delayed due
to the pending merger of the Company with OceanFirst Financial Corp. (the
"Merger") pursuant to an Agreement and Plan of Merger, dated as of November 4,
2021. If all closing conditions for the completion of the Merger, including
receipt of all required regulatory approvals, are satisfied or waived prior to
December 14, 2022, the 2022 Annual Meeting will not be held.
Because the 2022 Annual Meeting will be held more than 30 days from the
anniversary date of the Company's 2021 Annual Meeting of Shareholders, which was
held on May 19, 2021, (the "2021 Annual Meeting") the deadlines for shareholder
proposals pursuant to Rule 14a-8 under the Securities Exchange of 1934, as
amended (the "Exchange Act") and for any shareholder nomination of a director or
proposal outside of Rule 14a-8, as listed in the Company's definitive proxy
statement on Schedule 14A for the 2021 Annual Meeting, as filed with the SEC on
April 7, 2021, are no longer applicable. Pursuant to the Company's Bylaws and
Rules 14a-5(f) and 14a-8(e) under the Exchange Act, the Company is hereby
providing revised deadlines for such proposals.
Shareholder Proposals for Inclusion in 2022 Proxy Statement
In order for a shareholder proposal to be considered for possible inclusion in
the 2022 Proxy Statement, it must be received by the Company's Corporate
Secretary at 2245 Northwood Drive, Salisbury, Maryland 21801 on or before
October 3, 2022, which the Company determined to be a reasonable time before it
expects to begin to print and send its proxy materials for the 2022 Annual
Meeting. Any proposal submitted after this deadline will not be considered
timely and will be excluded from the 2022 Proxy Statement. Such shareholder
proposals must also comply with the other requirements of Rule 14a-8 in order to
be eligible for inclusion in the 2022 Proxy Statement.
Nomination of Directors and Other Shareholder Proposals
To be considered for presentation at the 2022 Annual Meeting, although not
included in the 2022 Proxy Statement, notice of a shareholder nomination of a
director or proposal outside of Rule 14a-8, must comply with the Company's
Bylaws and must be received by the Company's Corporate Secretary at the address
specified above no earlier than the close of business on the date that is 120
days prior to the 2022 Annual Meeting (which date was August 16, 2022) and no
later than the close of business on September 19, 2022. Any notice of such
shareholder nominations or proposals must also comply with the other
requirements of the Company's Bylaws.
The proxy solicited by the Board for the 2022 Annual Meeting will confer
discretionary authority to vote on any shareholder proposal presented at the
meeting if the Company has not received notice of such proposal by the close of
business on October 3, 2022, in writing delivered to the Company's Corporate
Secretary at the address specified above.
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