UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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 24, 2007
SHORE
BANCSHARES, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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0-22345
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52-1974638
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(State
or other jurisdiction of
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(Commission
file number)
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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18
East Dover Street, Easton, Maryland 21601
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (410)
822-1400
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 obligations of the registrant under any of the following
provisions:
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))
Explanatory
Note
On
February 14, 2007, Shore Bancshares, Inc. (the “Company”) filed a Current Report
on Form 8-K to report, among other things, that The Talbot Bank of Easton,
Maryland, a wholly-owned subsidiary of the Company (“Talbot Bank”), and William
W. Duncan, Jr., Talbot Bank’s President/CEO and a director of the Company, had
revised the terms of Mr. Duncan’s employment arrangement on January 24, 2007.
The revision was reported under Item 5.02(d) of the Form 8-K. Because the
revision to Mr. Duncan’s employment arrangement was not made in connection with
his appointment to the Company’s Board, it was not properly reportable under
Item 5.02(d). Also, in accordance with Instruction 4 to Item 5.02, because
Mr.
Duncan was not a “named executive officer” of the Company at the time of the
revision to his employment arrangement, it was not reportable under any other
paragraph of Item 5.02. In light of the foregoing, the Company believes that
disclosure of this revision was not called for by Form 8-K but that, even if
it
was, it should have been disclosed under Item 8.01. This Amendment No. 1 on
Form
8-K/A is filed to move the disclosure made in Item 5.02(d) of the original
Form
8-K to Item 8.01. The information below is provided as of the date of the Form
8-K to which this amendment relates.
| Item
5.02. |
Departure
of Directors or Principal Officers; Election of Directors;
Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) Compensatory
Plans.
On
February 8, 2007, the Company’s Board of Directors, upon the recommendation of
its Compensation Committee, amended and restated the Company’s Executive
Deferred Compensation Plan (the “Deferred Compensation Plan”).
As
originally adopted, Schedule A to the Deferred Compensation Plan provided that,
for the first “Plan Year”, Mr. Duncan and W. Moorhead Vermilye, the Company’s
President and Chief Executive Officer, were to receive certain Mandatory
Contributions (as defined in the Deferred Compensation Plan), and that Mr.
Vermilye and Lloyd L. Beatty, Jr., the Company’s Chief Operating Officer, were
to receive certain Discretionary Contributions (as defined in the Deferred
Compensation Plan). Under the terms of the Deferred Compensation Plan, the
first
“Plan Year” was October 1, 2006 through December 31, 2006. It was not
contemplated by any party, including the above-named participants, that any
Mandatory or Discretionary Contributions would be paid in 2006. Rather, all
parties contemplated that contributions would begin with the first full Plan
Year (i.e.,
January
1, 2007 to December 31, 2007). Schedule A to the Deferred Compensation Plan
has
been amended accordingly. In addition, Section 6.2 of the Deferred Compensation
Plan was amended to make it clear that, in addition to other stated vesting
dates, a participant will be 100% vested in his or her Employer Funded Account
(as defined in the Deferred Compensation Plan) at age 70. Finally, Section
5.2
of the Deferred Compensation Plan was amended to eliminate Company common stock
as a deemed investment option to avoid eliminates certain compliance burdens
associated with such a deemed investment option.
| Item
8.01. |
Other
Information.
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As
previously reported, the Board of Directors of the Company elected Mr. Duncan
to
serve as a director until the 2007 Annual Meeting of Stockholders and until
his
successor is duly elected and qualifies. Mr. Duncan was elected on July 31,
2006
in connection with his concurrent appointment by Board of Directors of Talbot
Bank to serve as its President and Chief Executive Officer.
Mr.
Duncan is employed by Talbot Bank on an at-will basis and is not a party to
any
written employment agreement. At the time of his appointment, Mr. Duncan’s
compensation arrangement called for an annual salary of $245,000, subject to
annual adjustment, and participation in the Company’s bonus program, profit
sharing and 401(k) plan, and group term life insurance program, to the extent
the provisions and regulations of such plans permit such participation.
On
January 24, 2006, Talbot Bank and Mr. Duncan agreed to a revised compensation
arrangement, which specifies that his bonus for the first full fiscal year
of
employment (i.e.,
2007)
will be $125,000 and that the dollar amount of the previously-disclosed five
annual restricted stock awards to which he is entitled under the 2006 Stock
and
Incentive Compensation Plan (the “Equity Plan”) will be $36,076. Accordingly,
the number of shares of restricted stock underlying each such award will be
determined by dividing $36,076 by the Fair Market Value (as defined in the
Equity Plan) of a share of Company common stock on the date of that
award.
All
other
terms of Mr. Duncan’s compensation arrangement remain as originally
reported.
| Item
9.01. |
Financial
Statements and Exhibits.
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Exhibit
10.1—Summary of Compensation Arrangement for William W. Duncan, Jr.**
Exhibit
10.2—Shore Bancshares, Inc. Amended and Restated Executive Deferred Compensation
Plan**
___________________________
**
Previously
filed.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
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SHORE
BANCSHARES,
INC. |
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| Dated:
May 3, 2007 |
By: |
/s/
W.
Moorhead Vermilye |
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W.
Moorhead Vermilye |
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President
and
CEO |
EXHIBIT
INDEX
Exhibit
| 10.1 |
Summary
of Compensation Arrangement for William W. Duncan, Jr.**
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| 10.2 |
Shore
Bancshares, Inc. Amended and Restated Executive Deferred Compensation
Plan**
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___________________________________
**
Previously filed.