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EX-3.2.2 - EXHIBIT 3.2.2 - OLD LINE BANCSHARES INCex3-22.htm
 
 
 
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): June 28, 2012

Old Line Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)


Maryland
000-50345
20-0154352
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
     
 
1525 Pointer Ridge Place
 
 
Bowie, Maryland
20716
 
(Address of Principal Executive Offices)
(Zip Code)


Registrant’s Telephone Number, Including Area Code: 301-430-2544

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:

____
Written communication pursuant to Rule 425 under the Securities Act
 
(17 CFR 230.425)
   
____
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
(17 CRF 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))
 
 
 
 
 
 
 
 

 
 

 

Section 5 – Corporate Governance and Management
 
Item 5.03.                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
(a)              The Board of Directors of Old Line Bancshares, Inc. (the “Company”) adopted an amendment (the “Amendment”) to Article I of the Company’s Bylaws, effective June 28, 2012, to add an advance notice provision with respect to meetings of the Company’s stockholders for matters other than the election of directors, and to update the advance notice provisions with respect to nominations of candidate for election as directors.

The text of Amendment is filed as Exhibit 3.2.2 hereto.

Item 5.07                      Submission of Matters to a Vote of Security Holders.

On June 28, 2012, the Registrant held its Annual Meeting of Stockholders at which its shareholders voted on the following matters:

(1)  
To elect four directors to serve for a three year term ending at the Annual Meeting of Stockholders to be held in 2015, and until their successors are duly elected and qualified.
 
 
Votes
For
Votes
Withheld
Broker
Non-Votes
Andre´ J. Gingles
       3,959,976
         21,582
     1,329,821
Frank Lucente, Jr.
       3,871,942
       109,616
     1,329,821
John M. Suit, II
       3,870,770
       110,788
     1,329,821
Frank Taylor
       3,957,845
         23,713
     1,329,821
 

 
(2)  
To ratify the appointment of Rowles & Company, LLP as independent public accountants to audit the financial statements of Old Line Bancshares, Inc. for 2012.
 
Votes For
       4,266,816
Votes Against
            14,617
Abstentions
            10,109
 

 
 
 

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
The following exhibit is filed herewith:






 
 

 


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.


 
OLD LINE BANCSHARES, INC.
   
   
Date:  June 29, 2012
By:  /s/Christine M. Rush
 
Christine M. Rush, Chief Financial Officer