Current Report Filing (8-k)
03 October 2019 - 7:07AM
Edgar (US Regulatory)
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0001050441
2019-09-29
2019-09-30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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):
September 30, 2019
Eagle
Bancorp, Inc.
(Exact name of registrant as specified in
its charter)
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Maryland
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0-25923
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52-2061461
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(State or other jurisdiction
of incorporation)
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(Commission file number)
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(IRS Employer
Number)
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7830 Old Georgetown Road, Bethesda, Maryland 20814
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(Address of Principal Executive Offices) (Zip Code)
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301-986-1800
Registrant's telephone number, including area code
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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):
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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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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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Securities Registered under 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, $0.01 par value
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EGBN
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The Nasdaq Stock Market, LLC
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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. ¨
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 1, 2019,
Eagle Bancorp, Inc. (the “Company”) announced that on September 30, 2019, Leslie M. Alperstein, Harvey M. Goodman and
Lynn Hackney resigned as members of the Board of Directors of the Company and its wholly owned subsidiary, EagleBank, effective
retroactively to September 25, 2019. A copy of press release issued by the Company announcing the resignations is attached as exhibit
99.1 to this report. None of Mr. Alperstein, Mr. Goodman or Ms. Hackney resigned as a result of any disagreement with the Company
on any matter relating to the Company’s operations, policies or practices.
In connection with
the resignations, each of Mr. Alperstein, Mr. Goodman and Ms. Hackney entered into an agreement with the Company and the Bank,
pursuant to which each of the directors resigned, all unvested awards of restricted stock units, restricted stock and options to
purchase stock previously granted to them as partial compensation for board service, will vest in full. As a result of this vesting,
an aggregate of 8,509 shares of restricted stock will vest for Mr. Alperstein, an aggregate of 8,509 shares of restricted stock
will vest for Mr. Goodman, and an aggregate of 2,037 shares of restricted stock will vest for Ms. Hackney. The Company expects
that it will incur compensation expense of approximately $768,386 as a result of the acceleration of vesting. Under the agreements,
Mr. Alperstein, Mr. Goodman and Ms. Hackney have agreed to certain confidentiality and nondisclosure provisions, and have agreed
to certain nonsolicitation, noninterference and nondisparagement provisions for a period of two years from the date of their resignation.
A copy of the form of agreement is filed as exhibit 99.1 to this report.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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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EAGLE BANCORP, INC.
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By:
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/s/ Susan G. Riel
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Susan G. Riel, President, Chief Executive Officer
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Dated: October 2, 2019
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