Bancorp,Inc. (NASDAQ:TBBK) Files An 8-K Amendment to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

Bancorp,Inc. (NASDAQ:TBBK) Files An 8-K Amendment to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.05

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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective December 19, 2018, the Board of Directors of FNCB Bancorp, Inc. (the “Company”) and FNCB Bank, the Company’s wholly-owned subsidiary (the “Bank”) (collectively “FNCB”) approved an amendment to the FNCB Bylaws adding a new category of director. The new category, added under Article 2, Section 2.08 of the Company Bylaws and Article 2, Section 11 of the Bank Bylaws, shall be Director Emeritus.

The amendment to the FNCB Bylaws provides for and describes a Director Emeritus as follows:

The Board of Directors may appoint a person who previously held the position of Director of FNCB to be a Director Emeritus. This appointment is made in recognition of many years of distinguished service to FNCB. The appointment and compensation, if any, of a Director Emeritus shall occur at the Boards‘ annual reorganization meetings. Any Director who has served at least five (5) years on the Board of Directors for FNCB immediately prior to his or her retirement or resignation shall be qualified to serve as a Director Emeritus.

The appointment of Director Emeritus shall be for a period of one (1) year, not subject to any term limitation.

Any person appointed as a Director Emeritus shall continue to provide advice and counsel to the Boards of FNCB and shall be entitled to receive notice of and attend meetings of the FNCB Boards.

A Director Emeritus is not obligated to attend Board and Committee meetings. A Director Emeritus shall not, in fact, be a Director, shall not be counted in determining the quorum of the Boards and shall not have any of the duties or liabilities of a Director under the law, including, but not limited to, the ability to cast votes for matters considered by the FNCB Boards.

About Bancorp,Inc. (NASDAQ:TBBK)

The Bancorp, Inc. is a financial holding company, which operates through its subsidiary, The Bancorp Bank (the Bank). The Bank is a chartered commercial bank located in Wilmington, Delaware and is a Federal Deposit Insurance Corporation (FDIC) insured institution. The Company operates through three segments: specialty finance, payments and corporate. The specialty finance segment includes commercial mortgage loan sales, small business administration (SBA) loans, leasing and security backed lines of credit (SBLOC), and any deposits generated by those business lines. The payments segment includes prepaid cards, card payments, automated clearing house (ACH) processing and healthcare accounts. The corporate segment includes the Company’s investment portfolio and corporate overhead, and other non-allocated expenses. Through the Bank, the Company also provides deposit generating banking services.

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