SHORE BANCSHARES, INC. (NASDAQ:SHBI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the sale by Shore Bancshares, Inc. (the “Company”) of substantially all of the assets used in the operation of the Company’s wholly-owned insurance producer firm, The Avon-Dixon Agency, LLC (“Avon”), to Avon-Dixon, an Alera Group Agency, LLC (“Alera”), as described in greater detail in Item 8.01 of this Current Report on Form 8-K, Richard C. Trippe, the President and Chief Executive Officer of Avon, resigned effective as of December 31, 2018, and accepted a position with Alera. As part of the transaction, Mr. Trippe received a management recognition bonus at closing in the aggregate amount of $205,000, which although paid by Alera was reflected as an adjustment to the sale proceeds paid to the Company. Mr. Trippe also received incentive compensation from Alera as part of the transaction. In addition, the Company granted Mr. Trippe an extension to December 31, 2020 to exercise his outstanding stock option awards from the Company.
Item 7.01. Regulation FD Disclosure.
On January 3, 2019, the Company issued a press release announcing the completion of the previously announced sale of substantially all of the assets used in the operation of Avon’s insurance business to Alera, a Delaware limited liability company and subsidiary of Alera Group, Inc., as described in greater detail in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On December 31, 2018, the Company and Avon completed the sale of substantially all of the assets used in the operation of Avon’s insurance business to the terms of the previously announced Asset Purchase Agreement, dated as of December 17, 2018 (the “Purchase Agreement”), by and among Alera, as the purchaser, and the Company and Avon, as the sellers. to the terms of the Purchase Agreement, the total purchase price was $28.2 million, which after transaction expenses and other adjustments resulted in the Company receiving approximately $25.2 million in cash from Alera.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The exhibits that are filed or furnished with this report are listed in the Exhibit Index that immediately follows the hereto, which list is incorporated herein by reference.
SHORE BANCSHARES INC Exhibit
EX-99.1 2 tv510249_ex99-1.htm EXHIBIT 99.1 Shore Bancshares,…
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About SHORE BANCSHARES, INC. (NASDAQ:SHBI)
Shore Bancshares, Inc. is a financial holding company. The Company acts as the parent company to several financial institution and insurance entities. The Company has two business segments: Community Banking, and Insurance Products and Services. Its Community Banking segment provides services to consumers and small businesses on the Eastern Shore of Maryland and in Delaware. The Company is engaged in the banking business through CNB, a Maryland commercial bank with trust powers and The Talbot Bank of Easton, a Maryland commercial bank (the Banks). Its Insurance Products and Services segment provides a range of insurance products and services to businesses and consumers in the Company’s market areas. The Banks provide a range of commercial and consumer banking products and services to individuals, businesses, and other organizations in Kent County, Queen Anne’s County, Caroline County, Talbot County and Dorchester County in Maryland and in Kent County, Delaware.