Current Report Filing (8-k)

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): May 9, 2019

GLEN BURNIE BANCORP

(Exact name of registrant as specified in its charter)

Maryland	0-24047	52-1782444
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

101 Crain Highway, S.E., Glen Burnie, Maryland 21061

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (410) 766-3300

Inapplicable

(Former Name or Former Address 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ¨

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		GLBZ		Nasdaq Capital Market

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Glen Burnie Bancorp (the “ Company ”) was held on May 9, 2019. The matters submitted to the stockholders for a vote were: (i) the election of three directors; (ii) the authorization to accept the recommendation of the Company’s Audit Committee with respect to the selection of an independent auditing firm for the Company’s fiscal year ending December 31, 2019; (iii) the approval of the Company’s 2019 Equity Incentive Plan; (iv) a non-binding resolution approving the compensation of the executive officers named in the proxy statement; and (v) a non-binding vote on the frequency of stockholder votes on the compensation of the executive officers named in the proxy statement.

Of the 2,817,821 shares entitled to notice of and to vote at the meeting, 2,181,063 shares (or 77.4% of the total shares) were represented at the meeting.

(i)

The nominees submitted for election as directors were Thomas Clocker, Joan M. Rumenap and Julie Mussog. The following are the voting results (in number of shares) with respect to the election of directors:

Name	For	Withhold	Broker Non Votes
Thomas Clocker	1,366,539	49,948	764,576
Joan M. Rumenap	1,217,097	199,389	764,577
Julie Mussog	1,367,760	48,726	764,577

As a result, all of the nominees were elected to serve as directors for terms of three years each and until their successors are duly elected and qualified. Directors not up for re-election and continuing in office after the Meeting are: Andrew Cooch, John E. Demyan, Norman E. Harrison, Jr., Stanford D. Hess, Frederick W. Kuethe, III, John D. Long, Charles Lynch, Jr., and Mary Lou Wilcox.

(ii)

The results of the vote on the proposal to authorize selection of an auditor were as follows:

For

Against

Abstain

Broker Non-Votes

2,064,598

104,388

12,077

As a result, the proposal was approved.

(iii)

The results of the vote on the approval of the Company’s 2019 Equity Incentive Plan were as follows:

For

Against

Abstain

Broker Non-Votes

1,282,495

79,100

54,892

764,576

As a result, the Plan was approved.

(iv)

The results of the vote on the non-binding resolution approving the compensation of the executive officers named in the proxy statement were as follows:

For

Against

Abstain

Broker Non-Votes

1,264,972

89,313

62,201

764,577

As a result, the resolution was approved.

(v)

The results of the non-binding vote on the frequency of stockholder votes on the compensation of the executive officers named in the proxy statement were as follows:

One Year

Two Years

Three Years

Abstain

301,865

6,244

1,023,300

849,654

As a result, the frequency of three years was approved. Consistent with the non-binding vote of the stockholders, the Company has determined to hold future advisory votes on executive compensation every three years.

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 thereunto duly authorized.