Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, SHBI's shareholders voted on: (i) the election of four Class I directors to serve for a three-year term ending at the 2028 annual meeting of shareholders (Proposal 1); (ii) the approval of the Shore Bancshares, Inc. 2025 Equity Incentive Plan (Proposal 2); (iii) the approval of the Shore Bancshares, Inc. 2025 Employee Stock Purchase Plan (Proposal 3); (iv) the ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 4); and (v) the adoption of a non-binding advisory resolution approving the compensation of SHBI's named executive officers ("NEOs") (Proposal 5). These matters were submitted to a vote through the solicitation of proxies. Each of the proposals is described in further detail in SHBI's Definitive Proxy Statement. Other than the five proposals addressed below and described in the SHBI's Definitive Proxy Statement filed with the SEC on April 15, 2025, no other proposal was submitted at the Annual Meeting for shareholder action.
On the record date for the Annual Meeting, there were 33,374,265 shares of SHBI common stock issued, outstanding and entitled to vote. Shareholders holding 26,701,214 shares of SHBI common stock were present at the Annual Meeting, in person or represented by proxy.
Each of the five proposals that were voted on at the Annual Meeting were approved by SHBI's shareholders. The results of the votes are set forth below:
Proposal 1- To elect four Class I directors to serve for a three-year term ending at the 2028 annual meeting of shareholders.
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For
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Against
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Abstain
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William E. Esham, III
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21,150,718
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826,368
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367,339
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John A. Lamon, III
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20,649,851
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1,458,190
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236,384
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Rebecca M. McDonald
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21,062,177
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983,627
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298,621
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Esther A. Streete
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21,098,774
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994,432
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251,219
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Proposal 2- To approve the Shore Bancshares, Inc. 2025 Equity Incentive Plan.
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For
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Against
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Abstain
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20,617,307
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1,598,616
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128,502
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Proposal 3- To approve the Shore Bancshares, Inc. 2025 Employee Stock Purchase Plan.
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For
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Against
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Abstain
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21,759,755
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547,360
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37,310
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Proposal 4- To ratify Crowe LLP as independent registered public accountant for the fiscal year ending December 31, 2025.
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For
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Against
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Abstain
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26,395,963
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239,616
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65,635
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Proposal 5- To adopt a non-binding advisory resolution approving the compensation of SHBI's NEOs.
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For
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Against
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Abstain
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20,495,192
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1,481,951
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367,282
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Exhibit Number
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Description
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104
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Cover Page Interactive Data File (embedded within the inline XBRL document)
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