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SHBI > SEC Filings for SHBI > Form 8-K on 6-Nov-2012All Recent SEC Filings

Show all filings for SHORE BANCSHARES INC



Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 6, 2012, William E. Sylvester, Jr. resigned from the boards of directors of the Company and its bank subsidiary, CNB. A copy of Mr. Sylvester's resignation letter (the "Sylvester Letter") is filed herewith as Exhibit 99.1, and a copy of the Company's written acceptance of the resignation is filed herewith as Exhibit 99.2. Prior to his resignation, Mr. Sylvester served on the Nominating and Corporate Governance Committee and the Asset Liability Committee of the Company's board of directors.

Mr. Sylvester's resignation was due to a disagreement with the Company regarding certain aspects of the Company's policies and practices, which are described in the Sylvester Letter. The Sylvester Letter does not provide specific facts or circumstances in support of Mr. Sylvester's disagreements, but states that his concerns fall within the categories of management appointees, decisions relating to acquisitions and their integration with the Company, certain credit decisions made by The Talbot Bank of Easton, Maryland, a bank subsidiary of the Company, and certain funding decisions that he felt left the Company vulnerable to possible liquidity issues. The foregoing description is qualified in its entirety by reference to the Sylvester Letter.

The Company respectfully disagrees with the Sylvester Letter and notes its belief that all of Mr. Sylvester's concerns relate to facts and circumstances that arose prior to his nomination and election to the Company's board of directors. The Company categorically denies that any member of management or the board of directors acted, or failed to act, in a manner that was in any way inconsistent with the management of a public company or the duties of care, loyalty or candor. Rather, the Company believes that the disagreements described in the Sylvester Letter simply evidence differences of opinion between Mr. Sylvester and the board of directors and management of the Company as to how the business and affairs of the Company and its subsidiaries should have been managed during the recent banking crisis and resulting recession, and how the Company and its subsidiaries should be managed as the economy and the banking industry recover. All actions were taken with the best interests of Company and its stockholders in mind.

On November 6, 2012, the Company provided a copy of this report to Mr. Sylvester, including Exhibits 99.1 and 99.2, and notified him that he has an opportunity to furnish the Company as promptly as possible with a letter addressed to the Company stating whether he agrees with the statements made by the Company in response to this Item 5.02 and, if not, the respects in which he does not agree. The Company will file any such response it receives as an amendment to this report within two business days of its receipt thereof.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibits that are filed or furnished with this report are listed in the Exhibit Index that immediately follows the signatures hereto, which list is incorporated herein by reference.

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