Partners Bancorp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-12-01: Form 8-K; Period of report 2023-11-30; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2023-11-16: Form 8-K; Period of report 2023-11-16; Description 8.01 Other Events; Details 8.01.
- 2023-11-08: Form 8-K; Period of report 2023-11-06; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
- 2023-10-27: Form 8-K; Period of report 2023-10-27; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-12-01 | 8-K | 2023-11-30 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 Effective on November 30, 2023, Partners Bancorp, a Maryland corporation (“Partners”), completed its previously announced combination with LINKBANCORP, Inc., a Pennsylvania corporation (“LINK”), pursuant to the Agreement and Plan of Merger, dated February 22, 2023, by and between LINK and Partners (the “Merger Agreement”). 3.01 As a result of the Merger, Partners no longer fulfills the listing requirements of the Nasdaq Capital Market (“Nasdaq”). 3.03 At the Effective Time, each share of Partners Common Stock was converted into the right to receive 1.150 shares of LINK Common Stock. 5.01 On November 30, 2023, Partners was merged with and into LINK pursuant to the Merger Agreement, with LINK surviving the Merger. 5.02 At the Effective Time, in accordance with the terms of the Merger Agreement, each of Partners’ ten (10) directors resigned from the board of directors of Partners, and LINK expanded the size of its board of directors to twenty-two (22) directors. 5.03 As a result of the Merger, at the Effective Time, Partners ceased to exist and the Articles of Incorporation and the Bylaws of Partners ceased to be in effect by operation of law. | tm2331789d1_8k.htm |
| 2023-11-16 | 8-K | 2023-11-16 | 8.01 Other Events | 8.01 On November 16, 2023, Partners Bancorp (the “Company”) and LINKBANCORP, Inc. (“LINK”) issued a joint press release announcing receipt of regulatory approval from the Board of Governors of the Federal Reserve System, the final regulatory approval required to complete the previously announced merger of equals transaction under which the Company will merge with and into LINK in an all-stock transaction, with LINK as the surviving corporation in accordance with the Agreement and Plan of Merger, dated as of February 22, 2023 by and between LINK and the Company (the “Merger”). | tm2330889d1_8k.htm |
| 2023-11-08 | 8-K | 2023-11-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On November 8, 2023, the Board of Directors (the “Board”) of Partners Bancorp (the “Company”) appointed David C. Doane to serve as a member of the Board, effective November 8, 2023. 8.01 On November 8, 2023, the Company’s Board declared a cash dividend of $0.086 per share, payable on November 27, 2023, to holders of record of its common stock as of the close of business on November 20, 2023. | tm2330130d1_8k.htm |
| 2023-10-27 | 8-K | 2023-10-27 | 2.02 Results of Operations and Financial Condition | 2.02 On October 27, 2023, Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three and nine months ended September 30, 2023. | tm2329158d1_8k.htm |
| 2023-10-13 | 8-K | 2023-10-13 | 8.01 Other Events | 8.01 On October 13, 2023, Partners Bancorp (the “Company”) and LINKBANCORP, Inc. (“LINK”) issued a joint press release announcing the receipt of required regulatory approvals from the Federal Deposit Insurance Corporation, the Pennsylvania Department of Banking and Securities, the Virginia State Corporation Commission, the Delaware Office of the State Bank Commissioner and the Maryland Office of the Commissioner of Financial Regulation in order to complete the previously announced merger of equals transaction under which the Company will merge with and into LINK in an all-stock transaction, with LINK as the surviving corporation in accordance with the Agreement and Plan of Merger, dated as of February 22, 2023 by and between LINK and the Company (the “Merger”). | tm2328460d1_8k.htm |
| 2023-07-31 | 8-K | 2023-07-31 | 2.02 Results of Operations and Financial Condition | 2.02 On July 31, 2023, Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three and six months ended June 30, 2023. | tm2322209d1_8k.htm |
| 2023-07-26 | 8-K | 2023-07-26 | 8.01 Other Events | 8.01 On July 26, 2023, Partners Bancorp’s board of directors declared a cash dividend of $0.04 per share, payable on August 17, 2023, to holders of record of its common stock as of the close of business on August 10, 2023. | tm2321887d1_8k.htm |
| 2023-06-23 | 8-K | 2023-06-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 22, 2023, Partners Bancorp (the “Company”) held a special meeting of the Company’s stockholders (the “Special Meeting”). | tm2319446d1_8k.htm |
| 2023-05-01 | 8-K | 2023-05-01 | 2.02 Results of Operations and Financial Condition | 2.02 On May 1, 2023, Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three months ended March 31, 2023. | tm2313634d2_8k.htm |
| 2023-04-26 | 8-K | 2023-04-26 | 8.01 Other Events | 8.01 On April 26, 2023, Partners Bancorp’s board of directors declared a cash dividend of $0.04 per share, payable on May 17, 2023, to holders of record of its common stock as of the close of business on May 10, 2023. | tm2313634d1_8k.htm |
| 2023-02-22 | 8-K | 2023-02-22 | 2.02 Results of Operations and Financial Condition | 2.02 On February 22, 2023, Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three and twelve months ended December 31, 2022. | tm237436d1_8k.htm |
| 2023-02-22 | 8-K | 2023-02-22 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On February 22, 2023, LINKBANCORP, Inc., a Pennsylvania corporation (“LINK”), and Partners Bancorp, a Maryland corporation (“Partners”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). 7.01 In connection with the announcement of the Merger Agreement, LINK and Partners intend to provide supplemental information regarding the proposed transaction in connection with a presentation to analysts and investors. 8.01 On February 22, 2023, LINK and Partners issued a joint press release announcing the execution of the Merger Agreement. | tm237536d1_8k.htm |
| 2023-01-25 | 8-K | 2023-01-24 | 8.01 Other Events | 8.01 On January 24, 2023, Partners Bancorp’s board of directors declared a cash dividend of $0.04 per share, payable on February 15, 2023, to holders of record of its common stock as of the close of business on February 8, 2023. | tm234320d1_8k.htm |
| 2022-12-19 | 8-K | 2022-12-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On December 14, 2022, Partners Bancorp (the “Company”) held its annual meeting of shareholders (the “2022 Annual Meeting”) for the purposes of (1) electing the three persons listed below under Proposal 1 as directors of the Company for a three-year term to hold office until the 2025 Annual Meeting of Shareholders, and until their successors shall be duly elected and qualified; and (2) ratifying the selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. | tm2232902d1_8k.htm |
| 2022-12-08 | 8-K | 2022-12-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On December 8, 2022, Partners Bancorp (the “Company”) announced that, effective December 8, 2022, John W. Breda has succeeded Lloyd B. Harrison, III as the Company’s Chief Executive Officer (the “CEO Transition”). 7.01 On December 8, 2022, the Company issued a press release announcing completion of the CEO Transition and that Mr. Harrison has been appointed as Senior Executive Vice President of the Company. | tm2232151d1_8k.htm |
| 2022-11-09 | 8-K | 2022-11-09 | 1.02 Termination of a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.02 As previously disclosed, on November 4, 2021, Partners Bancorp (“Partners”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with OceanFirst Financial Corp. (“OceanFirst”) and Coastal Merger Sub Corp. (“Merger Sub”). 7.01 On November 9, 2022, Partners and OceanFirst issued a joint press release announcing the termination of the Merger Agreement. | tm2230086d1_8k.htm |
| 2022-10-31 | 8-K | 2022-10-31 | 2.02 Results of Operations and Financial Condition | 2.02 On October 31, 2022, Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three and nine months ended September 30, 2022. | tm2229109d1_8k.htm |
| 2022-10-27 | 8-K | 2022-10-26 | 8.01 Other Events | 8.01 On October 26, 2022, Partners Bancorp’s board of directors declared a cash dividend of $0.04 per share, payable on November 17, 2022, to holders of record of its common stock as of the close of business on November 9, 2022. | tm2229009d1_8k.htm |
| 2022-10-18 | 8-K | 2022-10-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 17, 2022, in connection with preparations for Partners Bancorp’s (the “Company”) 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”), Steven R. Mote notified the Board of Directors (the “Board”) of his decision to retire from the Boards of the Company and its subsidiary, Virginia Partners Bank (“Virginia Partners”), effective as of the date of the 2022 Annual Meeting. | tm2228363d1_8k.htm |
| 2022-09-08 | 8-K | 2022-09-07 | 8.01 Other Events | 8.01 On September 7, 2022, the Board of Directors (the “Board”) of Partners Bancorp (the “Company”) determined that the Company’s 2022 Annual Meeting of Shareholders (“2022 Annual Meeting”) will be held online via live webcast on Wednesday, December 14, 2022 at 10:00 a.m. | tm2225412d1_8k.htm |
| 2022-08-01 | 8-K | 2022-08-01 | 2.02 Results of Operations and Financial Condition | 2.02 On August 1, 2022, Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three and six months ended June 30, 2022. | tm2221804d2_8k.htm |
| 2022-07-27 | 8-K | 2022-07-27 | 8.01 Other Events | 8.01 On July 27, 2022, Partners Bancorp’s board of directors declared a cash dividend of $0.025 per share, payable on August 19, 2022, to holders of record of its common stock as of the close of business on August 10, 2022. | tm2221804d1_8k.htm |
| 2022-05-03 | 8-K | 2022-05-03 | 2.02 Results of Operations and Financial Condition | 2.02 On May 3, 2022, Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three months ended March 31, 2022. | tm228554d6_8k.htm |
| 2022-04-29 | 8-K | 2022-04-27 | 8.01 Other Events | 8.01 On April 27, 2022, Partners Bancorp’s board of directors declared a cash dividend of $0.025 per share, payable on May 16, 2022, to holders of record of its common stock as of the close of business on May 11, 2022. | tm228554d5_8k.htm |
| 2022-03-10 | 8-K | 2022-03-09 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On March 9, 2022, Partners Bancorp (the “Company”) held a special meeting of the Company’s stockholders (the “Special Meeting”). | tm228805d1_8k.htm |
| 2022-03-08 | 8-K | 2022-03-08 | 2.02 Results of Operations and Financial Condition | 2.02 On March 8, 2022, Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three and twelve months ended December 31, 2021. | tm228554d1_8k.htm |
| 2022-03-08 | 8-K | 2022-03-08 | 8.01 Other Events | 8.01 Partners Bancorp (“Partners”) today announced that it has been advised by OceanFirst Financial Corp. (“OceanFirst”) that OceanFirst received notice that certain of its regulatory applications in connection with the merger transactions contemplated by the previously disclosed Agreement and Plan of Merger, dated November 4, 2021, by and among OceanFirst, Coastal Merger Sub Corp., and Partners will not be processed on an expedited basis and, therefore, the parties no longer expect the merger transactions to close by the end of the second quarter 2022. | tm228554d3_8k.htm |
| 2022-02-25 | 8-K | 2022-02-25 | 8.01 Other Events | 8.01 As previously announced, on November 4, 2021, Partners Bancorp, a Maryland corporation (“Partners”), entered into an Agreement and Plan of Merger (the “merger agreement”) with OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”), and Coastal Merger Sub Corp., a Maryland corporation and a direct wholly-owned subsidiary of OceanFirst (“merger sub”). | tm227668d1_8k.htm |
| 2022-02-01 | 8-K | 2022-01-26 | 8.01 Other Events | 8.01 On January 26, 2022, Partners Bancorp’s board of directors declared a cash dividend of $0.025 per share, payable on February 15, 2022, to holders of record of its common stock as of the close of business on February 8, 2022. | tm224958d1_8k.htm |
| 2021-11-04 | 8-K | 2021-11-04 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On November 4, 2021, the board of directors of PTRS approved the (i) First Amendment to the Employment Agreement, dated December 13, 2018, by and among PTRS (formerly named Delmar Bancorp), The Bank of Delmarva, and John W. Breda, and (ii) First Amendment to the Employment Agreement, dated December 18, 2018, by and among PTRS (formerly named Delmar Bancorp), Virginia Partners Bank and Lloyd B. Harrison, III (collectively, the “Amendments”). 8.01 Simultaneously with the execution of the Agreement, OCFC entered into Voting and Support Agreements with each of the directors on the board of PTRS. | tm2131862d4_8k.htm |
| 2021-11-04 | 8-K | 2021-11-04 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On November 4, 2021, Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three and nine months ended September 30, 2021. 8.01 The Company also announced that on October 27, 2021 its Board of Directors declared a cash dividend of $0.025 per share to holders of record of common stock as of December 22, 2021, payable on December 30, 2021. | tm2131862d1_8k.htm |
| 2021-11-04 | 8-K | 2021-11-04 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On November 4, 2021, OceanFirst Financial Corp. (“OCFC”) released a presentation to investors about the Transaction (as defined below). 8.01 On November 4, 2021, Partners Bancorp (“PTRS”) and OCFC issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of November 4, 2021, pursuant to which OCFC will acquire PTRS, subject to the terms and conditions set forth therein (the “Transaction”). | tm2131862d3_8k.htm |
| 2021-08-02 | 8-K | 2021-08-02 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On August 2, 2021, Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three and six months ended June 30, 2021. 8.01 The Company also announced that on July 28, 2021 its Board of Directors declared a cash dividend of $0.025 per share to holders of record of common stock as of September 24, 2021, payable on October 1, 2021. | tm2123764d1_8k.htm |
| 2021-07-28 | 8-K/A | 2021-05-19 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 As described in the Original Report, the Company held its 2021 Annual Meeting on May 19, 2021. | tm2123206d1_8ka.htm |
| 2021-05-20 | 8-K | 2021-05-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 As discussed further below, Partners Bancorp (the “Company”) held its annual meeting of shareholders on May 19, 2021 (the “2021 Annual Meeting”), at which five proposals were submitted to the Company’s shareholders. 5.07 On May 19, 2021, the Company held the 2021 Annual Meeting for the purposes of (1) electing the four persons listed below under Proposal 1 as directors of the Company for a three-year term to hold office until the 2024 Annual Meeting of Shareholders, and until their successors shall be duly elected and qualified; (2) approving, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the 2021 Proxy Statement (Proposal 2); (3) voting, on an advisory and non-binding basis, on the frequency of future advisory votes on the compensation of the Company’s named executive officers (Proposal 3); (4) approving the Plan (Proposal 4); and (5) ratifying the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. | tm2116891d1_8k.htm |
| 2021-04-30 | 8-K | 2021-04-30 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On April 30, 2021, Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three months ended March 31, 2021. 8.01 The Company also announced that on April 28, 2021 its Board of Directors declared a cash dividend of $0.025 per share to holders of record of common stock as of June 24, 2021, payable on July 1, 2021. | tm2114672d1_8k.htm |
| 2021-03-02 | 8-K | 2021-03-02 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On March 2, 2021, Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three and twelve months ended December 31, 2020. 8.01 The Company also announced in the press release that on January 27, 2021 its Board of Directors declared a cash dividend of $0.025 per share to holders of record of common stock as of March 24, 2021, payable on April 1, 2021. | tm218437d1_8k.htm |
| 2021-02-12 | 8-K | 2021-02-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 8, 2021, the Board of Directors of Partners Bancorp (the “Company”) appointed Michael W. Clarke to serve as a member of the Board of Directors of the Company, effective February 8, 2021. | tm216506d1_8k.htm |
| 2020-12-07 | 8-K | 2020-12-07 | 7.01 Regulation FD Disclosure | tm2037652d1_8k.htm | |
| 2020-11-12 | 8-K | 2020-11-12 | 8.01 Other Events | tm2035657d1_8k.htm | |
| 2020-11-03 | 8-K | 2020-10-28 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | tm2034814d1_8k.htm | |
| 2020-09-16 | 8-K | 2020-09-16 | 8.01 Other Events | tm2030902d1_8k.htm | |
| 2020-08-20 | 8-K | 2020-08-19 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | tm2029063d1_8k.htm | |
| 2020-08-12 | 8-K | 2020-03-04 | 4.01 Changes in Registrant's Certifying Accountant | tmb-20200304x8k.htm | |
| 2020-08-04 | 8-K | 2020-07-29 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | tm2026602d1_8k.htm | |
| 2020-07-28 | 8-K | 2020-07-28 | 2.02 Results of Operations and Financial Condition | tm2025864-1_8k.htm | |
| 2020-06-30 | 8-K | 2020-06-25 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | tm2023647-1_8k.htm | |
| 2020-06-12 | 8-K | 2020-06-12 | 8.01 Other Events | tm2022485d1_8k.htm | |
| 2020-05-01 | 8-K | 2020-04-30 | 5.07 Submission of Matters to a Vote of Security Holders | tm2018367-1_8k.htm | |
| 2020-04-28 | 8-K | 2020-04-28 | 2.02 Results of Operations and Financial Condition | tm2017907d1_8k.htm | |
| 2020-02-21 | 8-K | 2020-02-21 | 8.01 Other Events | f8-k.htm | |
| 2020-01-28 | 8-K/A | 2019-11-15 | 9.01 Financial Statements and Exhibits | tm205599-1_8ka.htm | |
| 2019-12-20 | 8-K | 2019-12-18 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | f8-k.htm | |
| 2019-12-19 | 8-K | 2019-12-18 | 8.01 Other Events | f8-k.htm | |
| 2019-11-18 | 8-K | 2019-11-15 | 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a19-23097_18k.htm | |
| 2019-11-07 | 8-K | 2019-11-07 | 2.02 Results of Operations and Financial Condition | f8-k.htm | |
| 2019-09-18 | 8-K | 2019-09-17 | 8.01 Other Events | f8-k.htm | |
| 2019-08-30 | 8-K | 2019-08-14 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | f8-k.htm | |
| 2019-08-01 | 8-K | 2019-08-01 | 2.02 Results of Operations and Financial Condition | f8-k.htm |