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): January 25, 2007
Old Line Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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000-50345
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20-0154352 |
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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1525 Pointer Ridge Place |
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Bowie, Maryland
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20716 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants Telephone Number, Including Area Code: 301-430-2500
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 obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CRF 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d) On January 25, 2007, the Board of Directors of Old Line Bancshares, Inc. (the Registrant) and
its wholly owned subsidiary, Old Line Bank appointed John M. Suit, II as a member of the Board of
Directors of the Registrant and Old Line Bank effective February 1, 2007. Mr. Suit, who is
currently retired, was Senior Vice President of Branch Bank and Trust (BB&T) from 2003-2006 and
Chairman of the Board of Farmers Bank of Maryland from 1996-2003. Mr. Suit will be a member of the
Loan and Audit Committees of the Registrant and Old Line Bank, and will receive the same
compensation as currently paid to our other Board members $400 for each Board of Directors
meeting, $300 for each Audit Committee meeting, $200 for each Loan Committee meeting, and a $250
quarterly retainer. The press release announcing Mr. Suits appointment to Old Line Banks board
of directors is filed as Exhibit 99.1 hereto.
(e) On January 25, 2007, the Compensation Committee of the Board of Directors of the Registrant and
Old Line Bank reviewed the financial performance of the Registrant and Old Line Bank for the fiscal
year ended December 31, 2006 in order to determine what, if any, cash bonus or incentive stock
option bonus should be paid to the executive officers, James W. Cornelsen (CEO), Joseph W. Burnett
(Executive Vice President) and Christine M. Rush (CFO).
Based on this review, effective January 25, 2007, the Registrant paid cash bonuses and issued
incentive stock options to Mr. Cornelsen, Mr. Burnett and Ms. Rush as follows:
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Name of Officer |
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Cash Bonus |
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Number of Options |
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Exercise Price |
James W. Cornelsen |
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$ |
53,000 |
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15,000 |
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$ |
10.48 |
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Joseph Burnett |
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$ |
22,000 |
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5,200 |
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$ |
10.48 |
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Christine Rush |
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$ |
21,000 |
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5,000 |
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$ |
10.48 |
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One-third of the option grant vested on January 25, 2007, one-third of the option grant will vest
on January 25, 2008 and one-third of the option grant will vest on January 25, 2009. The options
were evidenced by Stock Option Agreements in the form filed as Exhibit 10.2 to the Form 8-K filed
with the SEC on January 5, 2005. The options were issued under the Registrants 2004 Equity
Incentive Plan.
In addition, effective as of January 1, 2007, Old Line Bank increased the guaranteed annual
compensation payable to each of its executive officers, as set forth in a third amendment to each
executives employment agreement. Specifically, Mr. Cornelsens guaranteed annual compensation
increased from $205,000 to $220,000, Mr. Burnetts guaranteed annual compensation increased from
$142,000 to $152,000 and Ms. Rushs guaranteed annual compensation increased from $135,000 to
$145,000. In addition, Mr. Cornelsens agreement was amended to reflect Old Line Banks decision
to extend the term of his employment agreement to March 30, 2012. The summary and description of
the amendments to the employment agreements contained herein are qualified in their entirety by
reference to the amendments to the employment agreements, copies of which are filed as Exhibit
10.1, Exhibit 10.2 and Exhibit 10.3 to this Form 8-K.
Pursuant to the Registrants and Old Line Banks Director Compensation Policy, on January 25,
2007 the Registrant issued each non-employee director an option to purchase 1,000 shares of the
Registrants common stock. The options were granted at fair market value, are exercisable
immediately, and expire on the tenth anniversary of the grant date. Also,
the options terminate (if not exercised) on the first anniversary of the termination of the
directors service on the Board of Directors. These options were granted pursuant to the
Registrants 2001 Incentive Stock Option Plan and 2004 Equity Incentive Plan.