0001050441☐00010504412023-05-182023-05-18

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 18, 2023
EAGLE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Maryland0-2592352-2061461
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
7830 Old Georgetown Road, Third Floor
Bethesda, Maryland 20814
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 986-1800
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):
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueEGBNThe 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 (§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 5.07    Submission of Matters to a Vote of Security Holders.
On May 18, 2023, Eagle Bancorp, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting") for the purpose of:
1.electing nine (9) directors to serve until the 2024 Annual Meeting of Shareholders or until their successors are duly elected and qualified;
2.ratifying the appointment of Crowe LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending December 31, 2023;
3.approving a non-binding, advisory resolution approving the compensation of the Company's named executive officers; and
4.approving a non-binding, advisory proposal on the frequency of advisory resolutions approving the compensation of the Company's named executive officers.
At the Annual Meeting, the Company's shareholders elected nine individuals to the Board of Directors and approved Proposals 2, 3 and 4.
(1)The name of each director elected at the meeting, and the votes cast for and against such persons, votes withheld and broker non-votes are set forth below:

NameForAgainstAbstainBroker Non-Votes
Matthew D. Brockwell22,115,456518,048117,7663,240,380
Steven J. Freidkin22,383,553305,65962,0573,240,381
Theresa G. LaPlaca22,455,659233,48162,1293,240,381
A. Leslie Ludwig21,902,577789,10659,5873,240,380
Norman R. Pozez22,007,729687,65455,8873,240,380
Kathy A. Raffa22,218,444474,72358,1033,240,380
Susan G. Riel22,445,539289,63216,0983,240,381
James A. Soltesz21,881,510774,45695,3043,240,380
Benjamin M. Soto22,052,337641,05857,8743,240,381

(2)The number of votes cast for, against, withheld and broker non-votes cast on the ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ended December 31, 2023 is as set forth below:

ForAgainstAbstainBroker Non-Votes
25,756,832196,71938,099—

(3)The number of votes cast for, against, withheld and broker non-votes cast on the non-binding, advisory resolution approving the compensation of the Company's named executive officers is as set forth below:

ForAgainstAbstainBroker Non-Votes
13,007,9519,632,129111,1873,240,383

(4)The number of votes cast for one year, two years, three years, withheld and broker non-votes cast on the non-binding, advisory proposal on the frequency of advisory resolutions approving the compensation of the Company's named executive officers is as set forth below:

One YearTwo YearsThree YearsAbstainBroker Non-Votes
20,348,92752,2232,138,028212,0933,240,379

Based on this result of the vote, and consistent with the recommendation of the Board of Directors with respect to Proposal 4, an


advisory vote on “Say-on-Pay” will be held every year until the next required advisory vote on the frequency of “Say-on-Pay.”

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.

Exhibit Number Description
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.
 EAGLE BANCORP, INC.
   
  
Date: May 19, 2023By:/s/ Susan G. Riel                                 
  Susan G. Riel
  President & Chief Executive Officer

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