Capital Bancorp Inc.
08/16/2024 | Press release | Distributed by Public on 08/16/2024 11:46
Submission of Matters to a Vote of Security Holders Form 8 K
Item 5.07 Submission of Matters to a Vote of Security Holders
On August 15, 2024, Capital Bancorp, Inc. ("CBNK") held a Special Meeting of Stockholders (the "Special Meeting"). At the Special Meeting, the CBNK shareholders voted upon the proposals set forth in a joint proxy statement/prospectus (the "Proxy Statement/Prospectus") prepared in connection with the Merger Agreement (as defined below), dated March 27, 2024, and filed with the U.S. Securities and Exchange Commission (the "SEC") on April 1, 2024.
As of June 20, 2024, the record date for the Special Meeting, there were 13,899,251 shares of the Company's common stock issued, outstanding, and eligible to be voted at the Special Meeting, and 10,042,930 shares were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.
The results of the votes cast by shareholders are as follows:
Proposal 1: CBNK's shareholders approved the proposal to approve the Agreement and Plan of Merger and Reorganization, dated as of March 27, 2024 (the "Merger Agreement"), by and between CBNK and Integrated Financial Holdings, Inc. ("IFHI"), including the merger of IFHI with and into CBNK, with CBNK as the surviving company (the "CBNK Merger Proposal"). The following is a tabulation of the voting results for the CBNK Merger Proposal:
Proposal 1: The CBNK Merger Proposal:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 9,992,732 | 37,871 | 12,327 | - |
Proposal 2: To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the CBNK Merger Proposal, or to ensure that any supplement or amendment to the Proxy Statement/Prospectus is timely provided to holders of CBNK common stock (the "Adjournment Proposal"). Because the CBNK Merger Proposal was approved, the Adjournment Proposal was withdrawn and not considered at the Special Meeting.