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 27, 2021
REPUBLIC FIRST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
000-17007
23-2486815
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
50 South 16th Street, Suite 2400, Philadelphia, PA19102
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (215) 735-4422
N/A
Former name, former address, and former fiscal year, 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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FRBK
Nasdaq Global Market
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 5.07 Submission of Matters to a Vote of Security Holders.
On April 27, 2021, Republic First Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the Company’s shareholders were asked to consider and vote upon four proposals: (1) the election of three Class II Directors to the Company’s board of directors to serve until the 2024 annual meeting of shareholders and until their successors are elected and qualified; (2) consideration of a new equity incentive plan to replace the Company’s existing plan; (3) the approval, on an advisory basis, of our named executive officer compensation, referred to as “say-on-pay;” and (4) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
For each proposal, the results of the shareholder voting were as follows:
Proposal 1 – Election of Directors
Each of the following three director nominees was elected as a Class II director to serve for a three-year term until the 2024 Annual Meeting of Shareholders and until his or her successor has been elected and qualified based upon the following votes:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Andrew B. Cohen
35,123,100
2,706,772
7,150,665
Lisa R. Jacobs
36,620,058
1,209,814
7,150,665
Harris Wildstein
29,185,610
8,644,262
7,150,665
Proposal 2 – Approval of the 2021 Equity Incentive Plan of Republic First Bancorp, Inc.
The Company’s 2021 Equity Incentive Plan, as described in the proxy statement, was approved by the shareholders.
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
28,983,841
8,781,082
64,949
7,150,665
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation
The compensation of the Company’s named executive officers, as described in the proxy statement, was approved on an advisory basis based upon the following votes:
Votes For
Votes Against
Abstentions
Broker Non-Votes
33,036,272
4,634,459
159,141
7,150,665
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 based on the following votes:
Votes For
Votes Against
Abstentions
Broker Non-Votes
44,594,512
202,653
183,372
0
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.
