Current Report Filing (8-k)
October 25 2019 - 4:29PM
Edgar (US Regulatory)
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0001050441
2019-10-22
2019-10-23
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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):
October 23, 2019
Eagle Bancorp, Inc.
(Exact name of registrant as specified in
its charter)
Maryland
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0-25923
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52-2061461
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(State or other jurisdiction
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(Commission file number)
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(IRS Employer
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of incorporation)
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Number)
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7830 Old Georgetown Road, Bethesda, Maryland 20814
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including
area code: 301.986.1800
Check the appropriate
box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered under Section 12(b)
of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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EGBN
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The Nasdaq Stock Market, LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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. ¨
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On October 23, 2019,
Eagle Bancorp, Inc. (the “Company”) announced that it had appointed Matthew D. Brockwell, a retired former PricewaterhouseCoopers
LLP (“PwC”) Audit Partner, who held various positions in PwC’s Washington, DC Region Financial Services Practice,
to the Board of Directors of the Company, effective November 1, 2019. Mr. Brockwell will also serve as a director of the Company’s
wholly owned subsidiary, EagleBank (the “Bank”). Mr. Brockwell is expected to serve as a member of the Audit Committee
(Vice Chair) and Risk Committee of the Company’s Board of Directors.
There are no arrangements
or understandings between Mr. Brockwell and any other person pursuant to which he was selected as a director. Mr. Brockwell and
his related persons from time to time may have banking transactions (potentially including loan and deposit transactions) with
the Bank. Such transactions are, and will be, in the ordinary course of business, on substantially the same terms, including interest
rates, maturities and collateral requirements, as those prevailing at the time for comparable transactions with non-affiliated
persons and will not involve more than the normal risk of collectability or present other unfavorable features. Other than eligibility
for fees (including grants of awards under the Company’s equity compensation plan) for service as a member of the Company
and Bank Boards of Directors, as described in the Company’s proxy materials for the Annual Meeting of Shareholders held on
May 16, 2019 (and as subject to periodic adjustment), Mr. Brockwell is not is a party to any material plan, contract or arrangement
entered into or materially amended in connection with his appointment to the Board of Directors of the Company.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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.
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Susan G. Riel, President, Chief Executive Officer
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Dated: October 25, 2019
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