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Eagle Bancorp 8-K 2015

Documents found in this filing:

  1. 8-K
  2. Ex-3.1
  3. Ex-3.1





Washington, DC 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 12, 2015


Eagle Bancorp, Inc.

(Exact name of registrant as specified in its charter)







(State or other jurisdiction


(Commission file number)


(IRS Employer

of incorporation)






7830 Old Georgetown Road, Third Floor, 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):


o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.03                                           Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year


On November 12, 2015, Eagle Bancorp, Inc. (the “Company”) filed articles of amendment to the Company’s Articles of Incorporation, previously approved by the shareholders, increasing the number of authorized shares of common stock from 50 million to 100 million.  The amendment, effective immediately, amends and restates Article III of the Articles of Incorporation read in its entirety as follows:


“ARTICLE III.  Capital Stock.  The number of shares of stock of all classes which the Corporation shall have authority to issue is one hundred and one million (101,000,000), one hundred million (100,000,000) of which shall be Common Stock, par value $.01 per share and one million (1,000,000) of which shall be preferred stock, par value $.01 per share, and the aggregate par value of all shares of all classes of stock is $1,010,000.  The Board of  Directors, by action of a majority of the full Board of Directors, shall have the authority to issue the shares of preferred stock from time to time on such terms as it may determine, and to divide the preferred stock into one or more classes or series, and, in connection with the creation of such classes or series to fix by resolution or resolutions the designations, voting powers, preferences, participation, redemption, sinking fund, conversion, dividend, and other optional or special rights of such classes or series, and the qualifications, limitations or restrictions thereof.”


Item 9.01                                           Financial Statement and Exhibits.


(d)                                                                                 Exhibits


3.1          Articles of Incorporation of Eagle Bancorp, Inc., as amended through November 12, 2015






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.











/s/ Ronald D. Paul



Ronald D. Paul, President, Chief Executive Officer



Dated: November 12, 2015



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