Shore Bancshares adopts new majority vote bylaws
SHORE BANCSHARES INC (SHBI) reports that its Board of Directors approved a comprehensive amendment and restatement of its bylaws on August 20, 2026.
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Form Type
8-K
Rhea-AI Filing Summary
SHORE BANCSHARES INC (SHBI) reports that its Board of Directors approved a comprehensive amendment and restatement of its bylaws on August 20, 2026. The revisions modernize notice and consent mechanics by allowing stockholder and board meeting notices, and written consents, to be given by electronic transmission.
Director elections now require a majority of votes cast in uncontested elections, while contested elections are excluded from this standard. New advance notice bylaws require stockholders to provide notice of business for the annual meeting between 90 and 120 days before the anniversary of the prior annual meeting. The bylaws clarify that advisory directors have no rights or duties of directors, define the powers and duties of the Chief Financial Officer, remove the Treasurer bond requirement, and permit fixing a stockholder record date up to 90 days before meetings or dividend payments. An exclusive forum provision designates Maryland state courts (or the U.S. District Court for the District of Maryland if no state court has jurisdiction) as the forum for specified internal corporate disputes.
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8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Bylaw approval date: August 20, 2026
Advance notice minimum period: 90 days
Advance notice maximum period: 120 days
+1 more
4 metrics
Bylaw approval date
August 20, 2026
Date the Board approved the amended and restated bylaws
Advance notice minimum period
90 days
Minimum time before the anniversary of the prior annual meeting for stockholder business notice
Advance notice maximum period
120 days
Maximum time before the anniversary of the prior annual meeting for stockholder business notice
Maximum record date lead time
90 days
Maximum number of days before a stockholder meeting or dividend payment that a record date may be fixed
Key Terms
majority of votes cast, Advance Notice Provisions, electronic transmission, exclusive forum, +1 more
5 terms
majority of votes cast financial
"Requires that directors be elected by a majority of votes cast, except"
Advance Notice Provisions regulatory
"Article I, Section 8 – Advance Notice Provisions for Business"
Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.
electronic transmission technical
"Provides that notice of stockholder meetings may be given by electronic"
exclusive forum regulatory
"Article VI, Section 3 – Exclusive Forum for Certain Disputes"
internal affairs doctrine regulatory
"any action asserting a claim governed by the internal affairs doctrine"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did SHBI change in its bylaws on August 20, 2026?
SHORE BANCSHARES INC approved amended and restated bylaws on August 20, 2026, updating notice and consent procedures, director election standards, advance notice requirements for stockholder business, governance roles, record date rules, and adding an exclusive forum provision for certain internal corporate disputes.
How did SHBI change its director election standard?
SHORE BANCSHARES INC’s bylaws now require that directors in uncontested elections be elected by a majority of votes cast. This majority-vote standard does not apply in a contested election, where different rules continue to apply.
What advance notice period do SHBI stockholders now face for annual meeting business?
Stockholders of SHORE BANCSHARES INC must now give notice of proposed business for an annual meeting not less than 90 days nor more than 120 days before the first anniversary of the previous year’s annual meeting.
What record date limitation did SHBI adopt in its amended bylaws?
The amended bylaws of SHORE BANCSHARES INC allow the Board to fix a record date for stockholders that is not more than 90 days before any stockholder meeting or any dividend payment.
What exclusive forum provision did SHBI add to its bylaws?
SHORE BANCSHARES INC added an exclusive forum bylaw providing that, unless the company consents to another forum, a Maryland state court (or the U.S. District Court for the District of Maryland if no state court has jurisdiction) will be the exclusive forum for specified internal corporate claims.
How do SHBI’s amended bylaws treat advisory directors?
The amended bylaws of SHORE BANCSHARES INC state that advisory directors do not have the rights or duties of a director, clarifying that they do not possess the same formal governance authority as board members.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): August 20, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(410 ) 763-7800
(Registrant’s telephone number, including area code)
Not Applicable
(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 obligations of the registrant under any of the following provisions:
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 | Name of Each Exchange on Which Registered | ||||||||||||
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 o
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. o
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On August 20, 2026, the Board of Directors of Shore Bancshares, Inc. (the “Company”) approved the amendment and restatement of the Company’s bylaws.
The following summarizes changes made by the amended and restated bylaws:
Section | Description | ||||
Article I, Section 4 – Notice of Meetings; Waiver of Notice | Provides that notice of stockholder meetings may be given by electronic transmission. | ||||
Article I, Section 7 – Voting | Requires that directors be elected by a majority of votes cast, except in a contested election | ||||
Article I, Section 8 – Advance Notice Provisions for Business to be Transacted at Annual Meeting | Requires that stockholder notice of business to be transacted at an annual meeting be given not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. | ||||
Article II, Section 8 – Special Meetings | Provides that notice of special meetings of the Board of Directors may be given by electronic transmission. | ||||
Article II, Section 11 – Powers and Duties of the Chairman and the Vice Chairman | Relocates this section from Article III. | ||||
Article II, Section 12 – Advisory Directors | Provides that advisory directors shall not have the rights or duties of a director. | ||||
Article II, Section 15 – Action by Written Consent | Provides for acting by written consent given in writing or by electronic transmission. | ||||
Article III, Section 4 – Chief Financial Officer | Provides for the powers and duties of the Chief Financial Officer. | ||||
Article II, Section 6 – Treasurer | Removes bond requirement. | ||||
Article IV, Section 5 – Closing Transfer Books | Provides for fixing a record date not more than 90 days preceding the date of any meeting of stockholders or any dividend payment. | ||||
Article VI, Section 3 – Exclusive Forum for Certain Disputes | Provides that unless the Company consents in writing to the selection of an alternative forum, a state court located in Maryland (or, if no state court located in Maryland has jurisdiction, the United States District Court for the District of Maryland) will be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, and (iv) any action asserting a claim governed by the internal affairs doctrine. | ||||
Other changes were made to conform to changes in the Maryland General Corporation Law. A number of non-substantive, ministerial, and clarifying changes were made as well.
The foregoing summary is qualified in its entirety by reference to the full text of the amended and restated bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Exhibits
Exhibit No. | Description | |||||||
3.1 | Fourth Amended and Restated Bylaws | |||||||
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.
SHORE BANCSHARES, INC. | |||||||||||
Dated: August 25, 2026 | By: | /s/ James M. Burke | |||||||||
James M. Burke | |||||||||||
President and Chief Executive Officer | |||||||||||