UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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. [_]
Item 5.07. Submission of Matters to a Vote of Security Holders
The final results of the matters submitted to a vote of stockholders at the annual meeting of stockholders of The Bancorp, Inc. (the "Company") held on May 24, 2023 (the "Annual Meeting") are as follows:
Item No. 1: All of the Board of Directors’ nominees for director were elected to serve until the Company’s 2024 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth below.
| Nominees | Votes for | Votes against | Abstentions |
| James J. McEntee, III | 48,302,055 | 1,851,891 | 23,767 |
| Michael J. Bradley | 47,341,902 | 2,812,043 | 23,768 |
| Matthew Cohn | 48,090,545 | 2,063,402 | 23,766 |
| Cheryl D. Creuzot | 49,502,507 | 652,940 | 22,266 |
| John Eggemeyer | 49,357,227 | 796,719 | 23,767 |
| Hersh Kozlov | 45,185,030 | 4,969,115 | 23,568 |
| Damian Kozlowski | 48,971,788 | 1,182,159 | 23,766 |
| William H. Lamb | 46,891,430 | 3,262,515 | 23,768 |
| Daniela A. Mielke | 49,959,399 | 1,195,848 | 22,267 |
| Stephanie B. Mudick | 49,507,668 | 647,778 | 22,267 |
All of the nominees for director were elected for one-year terms. With respect to each nominee, the total number of broker non-votes was 2,161,752.
Item No. 2: The stockholders approved, on an advisory, non-binding basis, the Company’s compensation program for its named executive officers, by the votes set forth below.
| Votes for | Votes against | Abstentions | ||
| 47,866,809 | 2,250,402 | 60,502 |
There were 2,161,752 broker non-votes on this proposal.
Item No. 3: The stockholders approved, on an advisory, non-binding basis, the frequency of the advisory vote on executive compensation, by the votes set forth below.
| Every 1 year | Every 2 years | Every 3 Years | Abstentions | |||
| 49,924,032 | 223,662 | 2,814,559 | 215,460 |
There were 2,161,752 broker non-votes on this proposal.
The Company has considered the outcome of this advisory vote and has determined, consistent with the recommendation made with respect to this proposal by the Company's Board of Directors in the proxy statement for the Annual Meeting, that the Company will hold future Say on Pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say on Pay votes. The next advisory vote regarding the frequency of Say on Pay is required to occur no later than the Company's 2029 Annual Meeting of Stockholders.
Item No. 4: The stockholders approved the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, by the votes set forth below.
| Votes for | Votes against | Abstentions | ||
| 51,040,279 | 1,271,435 | 27,751 |
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.
| Date: May 24, 2023 | THE BANCORP, INC. | |
| By: | /s/ Paul Frenkiel | |
| Name: | Paul Frenkiel | |
| Title: | Chief Financial Officer and Secretary | |
Cover |
May 24, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 24, 2023 |
| Entity File Number | 000-51018 |
| Entity Registrant Name | The Bancorp, Inc. |
| Entity Central Index Key | 0001295401 |
| Entity Tax Identification Number | 23-3016517 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 409 Silverside Road |
| Entity Address, City or Town | Wilmington |
| Entity Address, State or Province | DE |
| Entity Address, Postal Zip Code | 19809 |
| City Area Code | 302 |
| Local Phone Number | 385-5000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $1.00 per share |
| Trading Symbol | TBBK |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |