UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~Pursuant~~SECURITIES toEXCHANGE ~~Section~~ACT 13OF or1934 ~~15(d) of~~

~~The~~Date ~~Securities~~of ~~Exchange~~report ~~Act~~(Date of ~~1934~~earliest event reported): October 22, 2021

Severn Bancorp, Inc.

~~Date~~(Exact name of ~~Report~~the ~~(Date~~registrant ofas ~~earliest~~specified in ~~event~~its ~~report~~charter)~~: August~~ ~~24, 2021~~

Maryland	000-49731	52-1726127
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

Severn Bancorp, Inc. (Exact name of registrant as specified in its charter)

200 Westgate Circle, Suite 200
Annapolis, Maryland		21401
(Address of principal executive offices)		(Zip Code)

410-260-2000

(Registrant’s telephone number)

Maryland	0-49731	52-1726127
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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):

200 Westgate Circle, Suite 200, Annapolis, Maryland		21401
(Address of principal executive offices)		(Zip Code)

x	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-4c)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		SVBI		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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

~~410-260-2000~~Emerging ~~(Registrant’s~~growth ~~telephone~~company ~~number, including area code)~~¨

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

~~Not~~A ~~Applicable~~special ~~(Former~~meeting ~~name~~of orshareholders of ~~former~~Severn ~~address~~Bancorp, ifInc. ~~change~~(the ~~since~~“Company”) ~~last~~was ~~report~~held on October 22, 2021 (the “Special Meeting”). The proposals listed below were submitted to a vote of the shareholders of the Company. The proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on September 16, 2021. The final results of the shareholder votes were as set forth below. Each proposal was approved by the shareholders of the Company.

Proposal 1 – Approval of the Merger Agreement and Merger.

~~Check~~The shareholders of the ~~appropriate~~Company ~~box~~approved the ~~below~~Agreement ifand Plan of Merger, dated as of March 3, 2021 (the ~~Form8-K~~“Merger ~~filing~~Agreement”), isby ~~intended~~and tobetween ~~simultaneously~~Shore ~~satisfy~~Bancshares, Inc. (“Shore”) and the ~~filing~~Company, ~~obligation~~pursuant ofto which the ~~registrant~~Company ~~under~~will ~~any~~merge ofwith and into Shore, with Shore as the ~~following~~surviving ~~provisions~~corporation (the “merger proposal”). The vote on the merger proposal was as follows:

For			10,350,910
Against			151,592
Abstain			227
Broker non-votes			–

Proposal ☐ 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~~Approval ~~Exchange~~of ~~Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~Compensation Proposal ~~Act (17 CFR 240.13e-4(c))~~

The shareholders of the Company approved an advisory, non-binding proposal to approve the compensation payable to the named executive officers of the Company in connection with the merger (the “compensation proposal”). The vote on the compensation proposal was as follows:

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

For			10,122,054
Against			262,321
Abstain			118,354
Broker non-votes			–

Proposal 3 – Approval of Adjournment of Special Meeting

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

The shareholders of the Company approved the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal (the “adjournment proposal”), but the adjournment was not necessary in light of the approval of the merger proposal. The vote on the adjournment proposal was as follows:

For			10,157,571
Against			268,690
Abstain			76,467
Broker non-votes			–

~~Indicate~~Item ~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230~~7.~~405~~01 ofRegulation ~~this~~FD ~~chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~Disclosure

On October 22, 2021, the Company and Shore issued a joint press release announcing that, at special meetings of their respective shareholders held on October 22, 2021, Shore’s shareholders approved the merger proposal and the issuance of shares of Shore’s common stock to Company shareholders pursuant to the Merger Agreement, and the Company’s shareholders approved the merger proposal and the compensation proposal. Subject to customary closing conditions, the merger is expected to be consummated effective as of October 31, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).

~~Emerging~~Information ~~growth~~contained ~~company~~in ☐Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

Exhibit

Number

	99.1	Press release, dated October 22, 2021
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item 7.01 Regulation FD Disclosure.~~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.

On August 24, 2021, Severn Bancorp, Inc. issued a press release announcing that the Board of Directors declared a cash dividend of five cents ($0.05) per share of common stock. The dividend is payable on September 15, 2021 to shareholders of record at the close of business on September 3, 2021. A copy of our press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

		SEVERN BANCORP, INC.


DATE: October 22, 2021	By:	/s/ Alan J. Hyatt
		Alan J. Hyatt
		Chairman, President and Chief Executive Officer

Item 9.01 Financial Statements and Exhibits


(d)	Exhibits:

99.1	Press Release of Severn Bancorp, Inc., dated August 24, 2021 announcing a cash dividend.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

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.

	Severn Bancorp, Inc.
Dated: August 24, 2021	By:	/s/Vance W. Adkins
		Vance W. Adkins
		Executive Vice President & Chief Financial Officer

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