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 21, 2024
PB Bankshares, Inc.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-40612
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86-3947794
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(State or Other Jurisdiction
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(Commission File No.)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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185 East Lincoln Highway, Coatesville, Pennsylvania
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19320
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (610) 384-8282
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 obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01
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PBBK
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The Nasdaq Stock Market, LLC
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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 1.02 |
Termination of a Material Definitive Agreement
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On May 21, 2024, Ferfeldt Investments LLC (the “Buyer”) delivered to Presence Bank (the “Bank”), a wholly owned subsidiary of PB
Bankshares, Inc. (the “Company”), written notice of termination of the Purchase and Sale Agreement (the “Agreement”), dated February 21, 2024 between the Buyer and the Bank. The Agreement provided that the Bank would sell vacant land adjoined to the Bank’s branch at 691 W. Main Street, New Holland, Pennsylvania. The purchase price of $950,000 would have been payable to the Bank at closing. The Agreement
provided that the Buyer could elect to terminate the Agreement during the inspection period and the Buyer elected to terminate under this clause. The Agreement was filed with the Securities and Exchange Commission (the “SEC”) by the Company as an
exhibit to a Current Report on Form 8-K on February 27, 2024.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders
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The Annual Meeting of Stockholders of the Company was held on May 22, 2024. The matters listed below were submitted to a vote of the
stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s definitive proxy statement filed with the SEC on April 19, 2024. All proposals were approved by the Company’s stockholders. The final
results of the stockholder vote were as follows:
1. Election of directors for three-year terms.
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Spencer J. Andress
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1,516,761
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207,198
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382,366
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Jane B. Tompkins
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1,429,041
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294,918
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382,366
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M. Joye Wentz
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1,397,651
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326,308
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382,366
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2. The ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for
the year ending December 31, 2024.
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For
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Against
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Abstain
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Broker Non-Votes
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2,092,066
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9,806
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4,453
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—
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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.
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PB BANKSHARES, INC.
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DATE: May 24, 2024
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By:
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/s/ Lindsay S. Bixler
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Lindsay S. Bixler
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Executive Vice President and Chief Financial Officer
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