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EX-99.1 - EXHIBIT 99.1 - Howard Bancorp Inca50428233ex99_1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 26, 2012

Howard Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)

Maryland

001-35489

20-3735949

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6011 University Boulevard, Suite 370, Ellicott City, Maryland

21043

(Address of Principal Executive Offices)

(ZIP Code)


Registrant’s telephone number, including area code (410) 750-0020

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 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))


Section 5-Corporate Governance and Management

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

On September 26, 2012 the Board of Directors of Howard Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, Howard Bank, appointed Robert W. Smith, Jr. as a member of the Board of Directors of the Company and Howard Bank effective immediately.  Mr. Smith will be a member of the Compensation Committee of the Company and Howard Bank, and will receive the same compensation as currently paid to our other Board members.  Like all non-employee directors, Mr. Smith will be eligible to may make an election to have his director compensation paid in the form of cash or shares of common stock of the Company.

The Board of Directors did not elect Mr. Smith pursuant to any arrangements between Mr. Smith and the Company, Howard Bank or any other person.  There are no significant transactions between Mr. Smith and the Company or Howard Bank.

The press release announcing Mr. Smith’s appointment is attached as exhibit 99.1 hereto.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1      Press Release dated October 2, 2012


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.

HOWARD BANCORP, INC.

 

 

 

 

By:

/s/ Mary Ann Scully

Name:

Mary Ann Scully

Date:

October 2, 2012

Title:

President, Chief Executive Officer and Chairman

of the Board