Eagle Bancorp Inc.

05/26/2021 | Press release | Distributed by Public on 05/26/2021 11:22

Management Change/Compensation (Form 8-K)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2021, Eagle Bancorp, Inc. (the 'Company') held its Annual Meeting of Shareholders (the 'Annual Meeting'). At the Annual Meeting, the Company's shareholders approved the Company's 2021 Equity Incentive Plan (the '2021 Plan') and the Company's 2021 Employee Stock Purchase Plan (the 'ESPP'). The 2021 Plan makes 1,300,000 shares of the Company's common stock, par value $0.01 per share (the 'Common Stock') available for issuance to eligible participants (less 921 shares issued under our prior plan after March 25, 2021), plus any shares underlying an award outstanding under the Eagle Bancorp, Inc. 2016 Stock Plan that expires, terminates, is canceled or is forfeited for any reason following the Annual Meeting date. The 2021 Plan provides for the grant of the following equity-based incentive awards to participants: (i) non-qualified stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, and (v) other stock-based awards. The ESPP enables eligible employees to purchase shares of the Common Stock at a discount through participation in discrete offering periods. The ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended. A total of 200,000 shares of the Common Stock are available for purchase under the ESPP.

A description of the material terms and conditions of (i) the 2021 Plan appears on pages 66-72 of the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 6, 2021, and (ii) the ESPP appears on pages 73-76 of such proxy statement. These descriptions are incorporated into this Item 5.02(e) by reference. These descriptions do not purport to be complete, and are qualified in their entirety by reference to the full text of the 2021 Plan and ESPP, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and incorporated into this Item 5.02(e) by reference.

Submission of Matters to Vote of Security Holders.

On May 20, 2021, the Company held its Annual Meeting for the purposes of:

1. electing ten (10) directors to serve until the 2022 Annual Meeting of Shareholders or until their successors are duly elected and qualified;
2. ratifying the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ended December 31, 2021;
3. approving the adoption of the 2021 Plan;
4. approving the adoption of the ESPP; and
5. approving a non-binding, advisory resolution approving the compensation of our named executive officers.

At the Annual Meeting, the Company's shareholders elected ten individuals to the Board of Directors and approved Proposals 2, 3, 4 and 5.

(1) The name of each director elected at the meeting, and the votes cast for such persons, votes withheld and broker non-votes are set forth below:

Name For Against Abstain Broker Non-votes
Matthew D. Brockwell 24,345,987 381,973 62,339 3,105,327
Steven Freidkin 24,542,966 239,978 7,355 3,105,327
Ernest D. Jarvis 24,586,023 198,687 5,589 3,105,327
Theresa G. LaPlaca 24,544,317 224,556 21,426 3,105,327
A. Leslie Ludwig 24,370,993 373,298 46,008 3,105,327
Norman R. Pozez 24,166,539 617,222 6,538 3,105,327
Kathy A. Raffa 24,404,752 383,917 1,630 3,105,327
Susan G. Riel 24,640,516 144,312 5,471 3,105,327
James A. Soltesz 24,219,811 564,133 6,355 3,105,327
Benjamin M. Soto 24,412,091 374,328 3,880 3,105,327

(2) The number of votes cast for or against, and the number of abstentions and broker non-votes cast on the ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ended December 31, 2021 is as set forth below:

For Against Abstain Broker Non-votes
27,788,951 57,672 49,003 0

(3) The number of votes cast for or against, and the number of abstentions and broker non-votes cast on the adoption of the Company's 2021 Plan is as set forth below:

For Against Abstain Broker Non-votes
23,069,969 1,668,169 52,161 3,105,327

(4) The number of votes cast for or against, and the number of abstentions and broker non-votes cast on the adoption of the Company's ESPP is as set forth below:

For Against Abstain Broker Non-votes
24,426,139 284,550 79,610 3,105,327

(5) The number of votes cast for or against, and the number of abstentions and broker non-votes cast on the non-binding, advisory resolution approving the compensation of our named executive officers is as set forth below:

For Against Abstain Broker Non-votes
23,388,295 1,338,082 63,921 3,105,328

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
10.1 2021 Equity Incentive Plan
10.2 2021 Employee Stock Purchase Plan
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.