TBBK Bancorp Inc. (The)




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):  April 29, 2020


The Bancorp, Inc.

(Exact name of registrant as specified in its charter)


Commission File Number:  000-51018


Delaware 23-3016517
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)


409 Silverside Road

Wilmington, DE 19809

(Address of principal executive offices, including zip code)



(Registrant’s telephone number, including area code)


(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 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 class 



 Name of each exchange on which registered
Common Stock, par value $1.00 per share TBBK Nasdaq Global Select


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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).


[ ] 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 8.01. Other Events.


The Bancorp, Inc. (the “Company”) has received input from Institutional Shareholder Services (“ISS”) that Hersh Kozlov, a director serving on the Company’s Compensation Committee, will not be considered independent under applicable ISS guidelines because a law firm with which Mr. Kozlov is associated performs legal services for the Company.  In response to this input, Mr. Kozlov will no longer serve as a member of the Compensation Committee effective April 29, 2020. The Company notes that the composition of its committees has been, and continues to be, in compliance with the rules of the Securities and Exchange Commission and the Nasdaq Global Select market.




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.


Date:  April 29, 2020The Bancorp, Inc.
 By:  /s/ Paul Frenkiel
 Name:  Paul Frenkiel
 Title:    Chief Financial Officer and Secretary