[8-K] Shore Bancshares Inc Reports Material Event

Rhea-AI Filing Summary

Expion360 Inc. (NASDAQ: XPON) filed an 8-K to disclose results of its 31 July 2025 Annual Meeting (record date 4 June 2025).

• Quorum: 1,520,479 shares (≈45% of the 3,374,468 shares outstanding) were present in person or by proxy.
• Board elections: All five director nominees were elected. Support ranged from 52% of votes cast for Tien Q. Nguyen (251,341 withheld vs. 231,452 for) to 77% for Steven M. Shum (374,146 for; 108,647 withheld). 1,037,686 broker non-votes applied to each nominee.
• Auditor ratification: M&K CPAS, PLLC was re-appointed with 1,381,669 votes FOR (92%), 42,714 AGAINST, and 96,096 ABSTAIN. No broker non-votes.
• Equity plans: Shareholders approved increasing share reserves for the 2021 Incentive Award Plan (305,081 FOR; 175,650 AGAINST) and the 2021 Employee Stock Purchase Plan (339,316 FOR; 140,905 AGAINST). Each proposal had 1,037,686 broker non-votes.

No other matters were brought before shareholders. The filing contains no financial performance data or strategic transactions.

Positive

• All proposals, including auditor ratification and equity plan increases, received shareholder approval, providing corporate continuity and flexibility.

Negative

• Low voter turnout (~45%) and sub-50% support for one director nominee suggest governance concerns.
• Increased share reserves under incentive and ESPP plans introduce potential dilution; roughly one-third of votes opposed each increase.

Insights

Corporate Governance Analyst

TL;DR: Routine meeting; all proposals passed, but low turnout and thin support for one director and share-dilutive plan increases.

The 8-K is largely procedural. Auditor ratification passed comfortably, reinforcing reporting continuity. However, only ~45% of outstanding shares voted, and director Tien Q. Nguyen received just 48% affirmative support, signalling possible investor dissatisfaction. Both equity plan expansions were approved yet faced 34–36% opposition, implying dilution concerns. Overall impact on valuation is minimal today, but the increased share authorization modestly elevates future dilution risk.

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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 1, 2025

SHORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Maryland

000-22345

52-1974638

(State or other jurisdiction of incorporation or organization)

(Commission file number)

(IRS Employer Identification No.)

18 E. Dover Street, Easton, Maryland 21601

(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:

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

Common stock, $0.01 par value per share

SHBI

The NASDAQ Global Select Market

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 8.01 Other Events

On August 1, 2025, Shore Bancshares, Inc. (the “Company”) announced that its Board of Directors declared a cash dividend of $0.12 per share, payable on August 25, 2025, to holders of record of shares of common stock as of August 11, 2025. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished under Item 8.01 and Item 9.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

The exhibits that are filed or furnished with this report are listed in the Exhibit Index that immediately follows the signatures hereto, which list is incorporated herein by reference.

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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 1, 2025						By:			/s/ James M. Burke
									James M. Burke
									President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number						Description
99.1						Press Release, dated August 1, 2025 (filed herewith)
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

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FAQ

How many Expion360 (XPON) shares were represented at the 2025 Annual Meeting?

A total of 1,520,479 shares, or about 45% of shares outstanding, were present in person or by proxy.

Were all Expion360 director nominees elected?

Yes. All five nominees were elected, though Tien Q. Nguyen received only 231,452 FOR vs. 251,341 WITHHELD.

Did shareholders approve the increase in shares for the 2021 Incentive Award Plan?

Yes. The proposal passed with 305,081 FOR, 175,650 AGAINST, 2,062 ABSTAIN, and 1,037,686 broker non-votes.

Which audit firm will serve Expion360 for FY-2025?

Shareholders ratified M&K CPAS, PLLC with 92% of votes cast in favor.

What is the potential impact of the equity plan approvals on XPON shareholders?

Approving additional share reserves authorizes future stock issuance, creating modest dilution risk balanced by employee retention benefits.