Glen Burnie Bancorp

05/09/2025 | Press release | Distributed by Public on 05/09/2025 12:40

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Glen Burnie Bancorp (the "Company") was held on May 8, 2025. The matters submitted to the stockholders for a vote were: (i) the election of four directors; (ii) the authorization to accept the recommendation of the Company's Audit Committee with respect to the selection of an independent auditing firm for the Company's fiscal year ending December 31, 2025; (iii) a non-binding resolution approving the compensation of the executive officers named in the proxy statement; and (iv) a non-binding vote on the frequency of stockholder votes on the compensation of the executive officers named in the proxy statement.

Of the 2,900,681 shares entitled to notice of and to vote at the meeting, 1,982,678 shares (or 68.35% of the total shares) were represented at the meeting.

(i) The nominees submitted for election as directors were Thomas Clocker, Felton Magee, Jr., Julie Mussog and Joan M. Rumenap. The following are the voting results (in number of shares) with respect to the election of directors:
Name For Withhold Broker
Non Votes
Thomas Clocker 933,057 281,740 767,881
Felton Magee, Jr. 1,105,094 109,576 768,008
Julie Mussog 952,523 262,147 768,008
Joan M. Rumenap 1,105,191 109,607 767,880

As a result, all of the nominees were elected to serve as directors for terms of three years each and until their successors are duly elected and qualified. Directors not up for re-election and continuing in office after the Meeting are: Joseph G. "Jay" Baldwin, Andrew Cooch, John E. Demyan, Mark C. Hanna, Stanford D. Hess, Frederick W. Kuethe, III, and Mary Louise Wilcox.

(ii) The results of the vote on the proposal to authorize selection of an auditor were as follows:
For Against Abstain Broker
Non-Votes
1,927,345 45,205 10,128 0

As a result, the proposal was approved.

(iii) The results of the vote on the non-binding resolution approving the compensation of the executive officers named in the proxy statement were as follows:
For Against Abstain Broker
Non-Votes
1,078,011 130,209 6,577 767,881

As a result, the resolution was approved.

(iv) The results of the non-binding vote on the frequency of stockholder votes on the compensation of the executive officers named in the proxy statement were as follows:
One Year Two Years Three Years Abstain
458,009 89,261 661,777 773,631

As a result, the frequency of three years was approved. Consistent with the non-binding vote of the stockholders, the Company has determined to hold future advisory votes on executive compensation every three years.

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