bmtc20180419_8k.htm

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): April 19, 2018

__________________

 

Bryn Mawr Bank Corporation

(Exact Name of Registrant as specified in its charter) 

__________________

 

Pennsylvania

001-35746

23-2434506

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

 

Identification No.) 

 

801 Lancaster Avenue, Bryn Mawr, PA   19010

 

Registrant's telephone number, including area code: 610-525-1700

 

None

(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 (see General Instructions A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 2.02

Results of Operations and Financial Condition.

 

On April 19, 2018, Bryn Mawr Bank Corporation (the “Corporation”), the parent of The Bryn Mawr Trust Company, issued a Press Release announcing the results of operations for the quarter ended March 31, 2018. The Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

The information furnished in this Item 2.02, including Exhibit 99.1 attached hereto and incorporated by reference herein, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information, including such Exhibit, shall not be deemed incorporated by reference into any of the Corporation’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

The Corporation held its Annual Meeting of Shareholders on April 19, 2018 for the purpose of considering and acting upon the below proposals. A total of 20,265,807 shares were outstanding and entitled to vote at the Annual Meeting, of which 18,109,587 shares were voted.

 

1. A proposal to elect the following directors.

 

The shareholders of the Corporation elected the following directors to the classes and for the terms set forth below, by the following vote:

 

Director Nominee

  

Class

  

Term

Expiring

  

Votes For

    

Votes

Withheld

    

Broker Non-

Votes

  

Francis J. Leto

  

IV

  

2022

     15,555,993       109,985       2,443,609  

Britton H. Murdoch

  

IV

  

2022

     15,261,166       404,812       2,443,609  

F. Kevin Tylus

  

II

  

2020

     15,192,525       473,453       2,443,609  

Diego F. Calderin

  

III

  

2021

     15,606,976       59,002       2,443,609  

 

The following additional directors continued in office after the Annual Meeting: Michael J. Clement, Andrea F. Gilbert, Wendell F. Holland, Scott M. Jenkins, A. John May, III and Lynn B. McKee.

 

2. A proposal to approve a non-binding advisory vote on executive officer compensation (“say-on-pay”).

 

The shareholders of the Corporation approved the say-on-pay proposal by the following vote:

 

Votes For

    

Votes Against

    

Abstained

    

Broker Non-Votes

  
12,407,666       3,176,330       81,982       2,443,609  

 

 
 

 

3. A proposal to ratify KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

The shareholders of the Corporation ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018 by the following vote:

 

Votes For

    

Votes Against

    

Abstained

  
17,513,316       581,877       14,394  

 

 

 

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibit 99.1 – Press Release announcing the results of operations for the quarter ended March 31, 2018

 

 
 

 

SIGNATURE

 

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.

 

 

BRYN MAWR BANK CORPORATION

 

 

 

 

 

 

By:

/s/ Michael W. Harrington

 

 

 

Michael W. Harrington,

 

 

 

Chief Financial Officer

 

                      

 

Date:     April 19, 2018

 

 
 

 

EXHIBIT INDEX

 

 

 

 

Exhibit 99.1 – Press Release announcing the results of operations for the quarter ended March 31, 2018