Shore Bancshares, Inc. filed an 8-K with the SEC on August 25, 2026, disclosing that its Board of Directors approved an amendment and restatement of the company's bylaws on August 20, 2026.

Key Highlights

  • Bylaw amendment approved: The Board of Directors of Shore Bancshares, Inc. approved the amendment and restatement of the company's bylaws on August 20, 2026.
  • Majority voting for directors: The amended bylaws require that directors be elected by a majority of votes cast, except in a contested election.
  • Advance notice window: Stockholder notice of business at an annual meeting must be given not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting.
  • Exclusive forum provision: A new provision designates a Maryland state court (or, if unavailable, the U.S. District Court for the District of Maryland) as the exclusive forum for certain specified disputes.
  • Electronic transmission authorized: Notice of stockholder meetings and special board meetings may now be given by electronic transmission.
  • Record date limit: The amended bylaws provide for fixing a record date not more than 90 days preceding any stockholder meeting or dividend payment.

Shore Bancshares Fourth Amended and Restated Bylaws: Key Changes

According to the filing, the Board of Directors of Shore Bancshares, Inc. (NASDAQ:SHBI) approved the Fourth Amended and Restated Bylaws on August 20, 2026. The changes span multiple articles and sections of the bylaws and address governance procedures, officer duties, and dispute resolution, among other areas.

The filing discloses several substantive changes. Under the revised voting provisions, directors must be elected by a majority of votes cast in uncontested elections. The advance notice requirements for stockholder-proposed business at annual meetings were also updated, setting a window of not less than 90 days and not more than 120 days before the anniversary of the prior year's annual meeting. A new exclusive forum clause designates Maryland courts as the venue for derivative actions, fiduciary duty claims, claims under the Maryland General Corporation Law, and claims governed by the internal affairs doctrine, unless the company consents in writing to an alternative forum.

Additional changes noted in the filing include: authorization of electronic transmission for meeting notices; a new section addressing the powers and duties of the Chief Financial Officer; removal of the bond requirement for the Treasurer; a provision clarifying that advisory directors do not hold the rights or duties of a director; and a record date cap of 90 days before any stockholder meeting or dividend payment. The filing states that other changes were made to conform to amendments in the Maryland General Corporation Law, along with "non-substantive, ministerial, and clarifying changes." The full text of the amended bylaws was filed as Exhibit 3.1. The 8-K was signed by James M. Burke, President and Chief Executive Officer.

What Was Disclosed

Shore Bancshares disclosed the Board's August 20, 2026 approval of its Fourth Amended and Restated Bylaws, summarizing changes to voting standards, advance notice requirements, officer duties, electronic notice procedures, and a new exclusive forum provision for certain legal disputes.