Bryn Mawr Bank 8-K 2014
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 10, 2014
Bryn Mawr Bank Corporation
(Exact Name of Registrant as specified in its charter)
801 Lancaster Avenue, Bryn Mawr, PA 19010
Registrants telephone number, including area code: 610-525-1700
(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 obligations of the registrant under any of the following provisions (see General Instructions A.2. below):
Item 3.01. Notice of Failure to Satisfy a Continued Listing Rule or Standard.
On June 10, 2014, Bryn Mawr Bank Corporation (the Company), parent of The Bryn Mawr Trust Company (the Bank), provided written notice to the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) regarding an inadvertant oversight which led to the Companys non-compliance with Nasdaq Listing Rule 5635(c). The notification to Nasdaq related to the Companys issuance of shares to certain outside directors (the affected directors) as part of their annual retainer fees which were not part of a shareholder approved plan as required by Rule 5635(c) (the Shares).
The Companys notice to Nasdaq proposed a plan to regain compliance with Rule 5635(c) which included the Companys adoption of an equity compensation plan to retroactively cover the issuance of the Shares (the Plan) which is expected to be submitted for approval by the Companys shareholders at a special meeting to take place prior to the Nasdaq deadline for the Company to regain compliance. To the extent the Plan is not adopted and approved by the Companys shareholders prior to the Nasdaq deadline, the Company will cancel the Shares, and will not issue new shares to directors in connection with their retainer fees until a plan that would cover such shares is adopted and approved by the Companys shareholders in accordance with Rule 5635(c).
The Company also intends to enter into agreements with the affected directors whereby the affected directors will agree not to (i) vote the Shares at any meeting of shareholders for the Company, (ii) participate in any dividends or other financial benefits of the Shares, or (iii) sell or otherwise dispose of the Shares, in each case unless and until the issuance of the Shares meets the requirements of Rule 5635(c).
The Companys non-compliance with respect to the Shares was wholly inadvertent, and the Company looks to regain compliance at the earliest opportunity.
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.
Date: June 10, 2014