MB Bancorp, Inc. (OTCMKTS:MBCQ) Files An 8-K Entry into a Material Definitive Agreement

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MB Bancorp, Inc. (OTCMKTS:MBCQ) Files An 8-K Entry into a Material Definitive Agreement

MB Bancorp, Inc. (OTCMKTS:MBCQ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement

On March 27, 2019, the Company entered into the Amendment to Standstill Agreement (the “Thorp Amendment”), with Jeffrey Thorp, which amended the Standstill Agreement (the “Thorp Standstill Agreement”), dated February 20, 2018, between the Company and Mr. Thorp.

The Thorp Amendment provides that (i) the Board of Directors of the Company agrees to nominate Mr. Thorp on the Company’s slate of directors at the Company’s 2019 Annual Meeting of Stockholders to serve on the Board of Directors of the Company until the Company’s 2020 Annual Meeting of Stockholders or until his successor, if any, is elected and qualified, (ii) the Board of Directors of the Company agrees to cause the Board of Directors of Madison Bank of Maryland to elect Mr. Thorp for an additional one year term expiring at the Bank’s 2020 Annual Meeting of Stockholders, or until his successor, if any, is elected and qualified, (iii) Mr. Thorp agrees to promptly submit his resignation as a director of the Company’s Board of Directors and the Bank’s Board of Directors in the event of the termination of the Thorp Standstill Agreement prior to the Company’s 2020 Annual Meeting of Stockholders, and (iv) the Thorp Standstill Agreement will remain in effect for a period expiring as of the close of business on the date of the Company’s 2020 Annual Meeting of Stockholders, provided, however, Mr. Thorp may terminate the Thorp Standstill Agreement at any time after the date of the Company’s 2018 Annual Meeting of Stockholders by delivery of written notice to the Company.

The foregoing description is qualified in its entirety by reference to the full text of the Thorp Amendment, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)With respect to Corissa B. Porcelli, the information disclosed in Item 1.01 of this Form 8-K regarding the Stilwell Amendment to the Stilwell Standstill Agreement is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Stilwell Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

With respect to Jeffrey Thorp, the information disclosed in Item 1.01 of this Form 8-K regarding the Thorp Amendment to the Thorp Standstill Agreement is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Thorp Amendment, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)The following exhibit is furnished herewith:

Exhibit 10.1 Amendment to Standstill Agreement, dated March 27, 2019, by and among, MB Bancorp, Inc., Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Partners, L.P., Stilwell Value LLC, Joseph Stilwell and Corissa B. Porcelli

MB Bancorp Inc Exhibit
EX-10.1 2 tv517818_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   AMENDMENT TO STANDSTILL AGREEMENT   This Amendment,…
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