a51112255.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 27, 2015
 
Howard Bancorp, Inc.
(Exact name of registrant as specified in charter)
 
Maryland
001-35489
20-3735949
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
     
6011 University Boulevard, Suite 370, Ellicott City, Maryland
21043
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code (410) 750-0020
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
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 5.07 Submission of Matters to a Vote of Security Holders.
 
At Howard Bancorp, Inc.’s (the “Company”) annual meeting of stockholders held on May 27, 2015, the Company’s stockholders voted on the following matters:

1.  
To elect four Class I directors to serve for a three-year term expiring at the Annual Meeting of Stockholders in 2018, and until their successors are elected and qualify; and to elect one Class III director to serve for the remainder of a three-year term expiring at the Annual Meeting of Stockholders in 2017 and until her successor is elected and qualifies.
 
 
 
 
  
Votes
For
    
Votes
Withheld
    
Broker
Non- Votes
  
Class I
                        
Andrew E. Clark
     2,062,022       300,524       660,595  
John J. Keenan
     2,077,367       285,179       660,595  
Kenneth C. Lundeen
     2,111,079       251,467       660,595  
Richard J. Morgan
     2,075,767       286,779       660,595  
                         
                         
Class III
                        
Karen D. McGraw
     2,076,367       286,179       660,595  
 
 
2.
To approve the issuance and sale of 2,173,913 shares of the Company’s common stock at a price of $11.50 per share in accordance with investment agreements between the Company and the investors named therein, dated as of March 2, 2015.
 
Votes For
     2,259,050  
Votes Against
       100,562  
Abstain
     2,934  
Broker Non-Votes
       660,595  

 
3.
To approve a non-binding advisory proposal to approve the compensation of the Company’s named executive officers.
 
Votes For
     2,257,210  
Votes Against
     95,136  
Abstain
     10,200  
Broker Non-Votes
       660,595  
 
 
4.
To ratify the appointment of Stegman & Company as the independent registered public accounting firm to audit the Company’s financial statements for 2015.
 
Votes For
     3,022,473  
Votes Against
     -  
Abstain
     668  
 
 
 
 
 
SIGNATURES
 
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.
 
 
HOWARD BANCORP, INC.
   
   
 
By:
/s/ George C. Coffman
  
 
Name: George C. Coffman
Date: May 28, 2015
Title:  Executive Vice President and Chief
 
           Financial Officer