Edgar Filing: BRYN MAWR BANK CORP

Votes Against

Broker Non-Votes

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): April 18, 2019

__________________

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 (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))

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 18, 2019, 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, 2019. 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 18, 2019 for the purpose of considering and acting upon the below proposals. A total of 20,231,150 shares were outstanding and entitled to vote at the Annual Meeting, of which 18,487,285 shares were voted.

1. A proposal to elect three Class I directors to serve a four year term expiring in 2023.

The shareholders of the Corporation elected the following Class I directors to each serve a four year term expiring in 2023 by the following vote:



Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Michael J. Clement	15,952,216	181,480	2,353,589
Scott M. Jenkins	15,901,334	232,362	2,353,589
A. John May, III	15,948,424	185,272	2,353,589

The following additional directors continued in office after the Annual Meeting: Diego F. Calderin, Andrea F. Gilbert, Wendell F. Holland, Francis J. Leto, Lynn B. McKee, Britton H. Murdoch, and F. Kevin Tylus.

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:

3. A proposal to ratify KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019.

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, 2019 by the following vote:



Votes For	Votes Against	Abstained
18,290,952	178,253	18,080

Item 8.01 Other Events.

Included within the press release that is attached as Exhibit 99.1 and incorporated into Item 2.02 above is an announcement that the Board of Directors of the Corporation has authorized a new stock repurchase program under which the Corporation can repurchase up to 1,000,000 shares from time to time at an aggregate purchase price not to exceed $45 million (the "New Repurchase Program"). The New Repurchase Program will become effective upon the completion of the Corporation’s existing 2015 stock repurchase program.

The information furnished Exhibit 99.1 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 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 – Press Release announcing the results of operations for the quarter ended March 31, 2019

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 18, 2019

EXHIBIT INDEX



Exhibit 99.1	Press Release announcing the results of operations for the quarter ended March 31, 2019