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 2,
2019
REPUBLIC FIRST BANCORP, INC.
(Exact name of registrant as specified in its
charter)
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Pennsylvania
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000-17007
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23-2486815
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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50 South 16th Street, Suite 2400, Philadelphia, PA
19102
(Address
of principal executive offices)
(Zip Code)
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Registrant’s
telephone number, including area code: (215)
735-4422
N/A
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:
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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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[
] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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[
] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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. [
]
Securities registered pursuant to Section 12(b) of the
Act:
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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
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FRBK
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Nasdaq Global Market
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Item 5.07 Submission of Matters to a Vote of Security
Holders.
On
May 2, 2019, Republic First Bancorp, Inc. (the “Company”)
held its Annual Meeting of Shareholders for which the Board of
Directors solicited proxies. At the Annual Meeting, the
Company’s shareholders were asked to consider and vote upon four
proposals: (1) the election of three Class III Directors to the
Company’s board of directors to serve until the 2022 annual meeting
of shareholders and until their successors are elected and
qualified; (2) the approval, on an advisory basis, of our named
executive officer compensation, referred to as “say-on-pay;” (3)
the frequency, on an advisory basis, of say-on-pay votes; and (4)
the ratification of the appointment of BDO USA, LLP as the
Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2019.
For
each proposal, the results of the shareholder voting were as
follows:
Proposal 1 – Election of Directors
Each
of the following three director nominees was elected as a Class III
director to serve for a three-year term until the 2022 Annual
Meeting of Shareholders and until his or her successor has been
elected and qualified based upon the following votes:
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Vernon
W. Hill II
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34,512,415
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1,439,753
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15,240,016
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Theodore
J. Flocco, Jr.
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35,362,778
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589,390
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15,240,016
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Barry
L. Spevak
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32,135,038
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3,817,130
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15,240,016
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Proposal 2 – Advisory Vote to Approve Named Executive Officer
Compensation
The
compensation of the Company’s named executive officers, as
described in the proxy statement, was approved on an advisory basis
based upon the following votes:
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33,299,278
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2,550,671
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102,219
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15,240,016
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Proposal 3 – Advisory Recommendation on the Frequency of Say-On-Pay
Votes
The
proposal on the frequency of future advisory votes on executive
compensation received the following votes.
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16,892,680
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15,105,976
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3,911,700
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41,812
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15,240,016
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Every
year was selected, on an advisory basis, as the preferred frequency
of say-on-pay votes by the greatest number of votes. Disclosure
regarding the Company’s decision, in light of the shareholders’
advisory recommendation, as to how frequently it will hold future
say-on-pay votes will be filed by amendment to the Form
8-K.
Proposal 4 – Ratification of Appointment of Independent Registered
Public Accounting Firm
The
shareholders ratified the appointment of BDO USA, LLP as the
Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2019 based on the following
votes:
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50,924,305
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242,682
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25,197
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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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REPUBLIC
FIRST BANCORP, INC.
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Date:
May 3, 2018
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By:
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/s/ Frank A. Cavallaro
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Frank
A. Cavallaro
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Executive
Vice President and
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Chief
Financial Officer
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