SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

July 15, 2011
Date of Report (Date of earliest event report)

ROYAL BANCSHARES OF PENNSYLVANIA, INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA
(State or Other Jurisdiction of Incorporation)

0-26366		23-2812193
(Commission File Number)		(IRS Employer Identification Number)

732 Montgomery Avenue, Narberth,
Pennsylvania		19072
(Address of Principal Executive Office)		(Zip Code)

610-668-4700

(Issuer’s telephone number, including area code)

N/A

(Former Name or Former Address, if Change 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:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;                  Compensatory Arrangements of Certain Officers

     (d) On July 15, 2011, Gerard M. Thomchick was elected to the board of directors of Royal Bancshares of Pennsylvania, Inc. (“Royal”). Mr. Thomchick was elected to the Board of Directors pursuant to the terms of Royal’s outstanding Series A Fixed Rate Perpetual Preferred Stock (“Series A Preferred Stock”) issued to the United State Department of Treasury (“Treasury”) on February 18, 2009 in connection with Royal’s participation in the TARP Capital Purchase Program. Under the terms of the Series A Preferred Stock, Treasury has the right to appoint up to two directors to Royal’s Board of Directors at any time that dividends payable on the Series A Preferred Stock have not been paid for an aggregate of six quarterly dividend periods. The terms of the Series A Preferred Stock provide that Treasury will retain the right to appoint such directors at subsequent annual meetings of shareholders until all accrued and unpaid dividends for all past dividend periods have been paid.

     Mr. Thomchick has substantial banking experience with Pennsylvania financial institutions, including more than twenty years at First Commonwealth Financial Corporation, Indiana, Pennsylvania, where he served as Chief Operating Officer and Senior Executive Vice President from 1995 through 2007. Mr. Thomchick will also be appointed a director of Royal Bank America (the “Bank”), a wholly-owned banking subsidiary of Royal, effective upon receipt of regulatory approvals required under the existing consent orders issued by the FDIC and the Pennsylvania Department of Banking.

     Mr. Thomchick will be compensated for his service as a director on the same basis as other non-employee directors of Royal and the Bank, including retainers, board fees and chairperson fees, and the eligibility to receive stock-based awards and other compensation paid to Royal’s directors. There have been no transactions within the last fiscal year, or any currently proposed transactions, in which Royal or the Bank was or is to be a participant and in which Mr. Thomchick has or had a direct or indirect material interest.

SIGNATURE

     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.