Item 8.01 Other Events.
As previously disclosed, Philip A. Norcross submitted to Republic First Bancorp,
Inc. (the "Company") a purported nomination notice (the "Purported Nomination
Notice") indicating an intention to nominate one director candidate for election
to the Company's board of directors at the Company's 2022 annual meeting of
shareholders (the "2022 Annual Meeting"), which, as announced on November 4,
2022, is currently scheduled to be held on Thursday, January 26, 2023. The
Company determined that the Purported Nomination Notice was invalid. A
shareholder group consisting of George E. Norcross, III, Gregory B. Braca and
Philip A. Norcross (collectively, the "Norcross Group") sued the Company and its
directors in the Court of Common Pleas of Philadelphia County (the "Court of
Common Pleas") seeking, among other things, a declaratory judgment that the
Company's rejection of the Purported Nomination Notice was improper. The
Norcross Group has filed a motion for a preliminary injunction seeking, among
other things, to adjudicate the propriety of the Company's rejection of the
Purported Nomination Notice.
Following a status conference with the parties held January 18, 2023 and
pursuant to an order issued January 24, 2023 (the "Order"), (i) the Court of
Common Pleas set April 25, 2023 for a hearing on the Norcross Group's motion and
(ii) in the meantime, the Company may not hold any shareholder vote with regard
to any vacancy on its board of directors until May 31, 2023 at the earliest. In
compliance with the Order, the Company will convene the 2022 Annual Meeting on
January 26, 2023 at 10:00 a.m. local time at the Union League of Philadelphia,
140 South Broad Street, Philadelphia, Pennsylvania, and immediately adjourn the
meeting until at least May 31, 2023 without conducting any business.
Important Additional Information
The Company intends to file a definitive proxy statement and may file a WHITE
proxy card with the Securities and Exchange Commission (the "SEC") in connection
with the 2022 Annual Meeting and, in connection therewith, the Company, certain
of its directors and executive officers will be participants in the solicitation
of proxies from the Company's shareholders in connection with such meeting.
SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY
STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE 2022 ANNUAL MEETING. The Company's
definitive proxy statement for the 2021 annual meeting of shareholders contains
information regarding the direct and indirect interests, by security holdings or
otherwise, of the Company's directors and executive officers in the Company's
securities. Information regarding subsequent changes to their holdings of the
Company's securities can be found in the SEC filings on Forms 3, 4, and 5, which
are available on the Company's website at http://investors.myrepublicbank.com/
or through the SEC's website at www.sec.gov. Information can also be found in
the Company's Annual Report on Form 10-K for the year ended December 31, 2021 on
file with the SEC. Updated information regarding the identity of potential
participants, and their direct or indirect interests, by security holdings or
otherwise, will be set forth in the definitive proxy statement and other
materials to be filed with the SEC in connection with the 2022 Annual Meeting.
Shareholders will be able to obtain the definitive proxy statement, any
amendments or supplements to the proxy statement and other documents filed by
the Company with the SEC at no charge at the SEC's website at www.sec.gov.
Copies will also be available at no charge at the Company's website at
http://investors.myrepublicbank.com.
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