FRBK Republic First Bancorp Inc

Item 8.01         Other Events.

 

On November 11, 2022, Philip A. Norcross submitted to Republic First Bancorp, Inc. (the “Company”) a purported notice (the “Notice”) seeking to nominate one candidate to stand for election to the Company’s Board of Directors (the “Board”) at the Company’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”). The Board has reviewed the Notice and determined that it fails to comply with applicable requirements for making director nominations that are set forth in the Company’s Articles of Incorporation, as amended (effective May 27, 2016) and the Company’s Amended and Restated By-Laws (effective April 16, 2020). On November 16, 2022, the Company sent a letter (the “Letter”) to Mr. Norcross informing him that the Notice does not constitute a valid notice of director nominations for the 2022 Annual Meeting, and as the November 14, 2022 deadline for providing a timely and proper notice of nominations at the 2022 Annual Meeting has passed, any nominations that purport to be made pursuant to the Notice will be disregarded. A copy of the Letter is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

 

The Company intends to file a proxy statement and may file a WHITE proxy card with the Securities and Exchange Commission (the “SEC”) in connection with the 2022 Annual Meeting and, in connection therewith, the Company and certain of its directors and executive officers will be participants in the solicitation of proxies from the Company’s shareholders in connection with such meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE 2022 ANNUAL MEETING. The Company’s definitive proxy statement for the 2021 annual meeting of shareholders contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4, and 5, which are available on the Company’s website at http://investors.myrepublicbank.com/ or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 on file with the SEC. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2022 Annual Meeting. Shareholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at http://investors.myrepublicbank.com.