Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2024

EAGLE BANCORP, INC.

(Exact name of registrant as specified in its charter)


Maryland	0-25923	52-2061461
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7830 Old Georgetown Road, Third Floor

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (301) 986-1800

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	EGBN	The Nasdaq Stock Market LLC

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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.

On May 16, 2024, Eagle Bancorp, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting") for the purpose of:

1.electing nine (9) directors to serve until the 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified;

2.ratifying the appointment of Crowe LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending December 31, 2024; and

3.approving a non-binding, advisory resolution approving the compensation of the Company's named executive officers.

At the Annual Meeting, the Company's shareholders elected nine individuals to the Board of Directors and approved Proposals 2 and 3.

(1)The name of each director elected at the meeting, and the votes cast for and against such persons, votes withheld and broker non-votes are set forth below:


Name	For	Against	Abstain	Broker Non-Votes
Matthew D. Brockwell	20,499,214	549,654	12,702	2,908,410
Steven J. Freidkin	20,920,358	129,205	12,007	2,908,410
Theresa G. LaPlaca	20,485,424	562,538	13,609	2,908,409
A. Leslie Ludwig	20,799,065	210,456	52,050	2,908,409
Norman R. Pozez	20,696,525	346,667	18,377	2,908,411
Kathy A. Raffa	20,595,334	414,221	52,016	2,908,409
Susan G. Riel	20,855,351	149,151	57,069	2,908,409
James A. Soltesz	20,645,311	403,357	12,903	2,908,409
Benjamin M. Soto	20,882,037	125,436	54,099	2,908,408

(2)The number of votes cast for, against, withheld and broker non-votes cast on the ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ended December 31, 2024 is as set forth below:


For	Against	Abstain	Broker Non-Votes
23,883,762	50,349	35,869	—

(3)The number of votes cast for, against, withheld and broker non-votes cast on the non-binding, advisory resolution approving the compensation of the Company's named executive officers is as set forth below:


For	Against	Abstain	Broker Non-Votes
19,758,583	1,160,954	142,036	2,908,407

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


	EAGLE BANCORP, INC.


Date: May 17, 2024	By:	/s/ Susan G. Riel
		Susan G. Riel
		President & Chief Executive Officer

Document and Entity Information Document	May 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 16, 2024
Entity Registrant Name	EAGLE BANCORP, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	0-25923
Entity Tax Identification Number	52-2061461
Entity Address, Address Line One	7830 Old Georgetown Road, Third Floor
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	301
Local Phone Number	986-1800
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	EGBN
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001050441
Amendment Flag	false