8-K

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): September 19, 2022 (May 19, 2022)

CAPITAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

2275 Research Boulevard, Suite 600, Rockville, Maryland 20850

(Address of principal executive offices) (Zip Code)

(301) 468-8848

Registrant’s telephone number, including area code

Not Applicable

(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 obligations 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))

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

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. ☒

Securities registered pursuant to Section 12(b) of the Act:

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

At the Annual Meeting of Stockholders of Capital Bancorp, Inc. (the “Company”) held on May 19, 2022 (the “Annual Meeting”), the Company’s stockholders voted on: (i) the election of four director nominees (Proposal 1) and (ii) the ratification of the appointment of the Company’s independent registered public accounting firm for fiscal year 2022 (Proposal 2). These matters were submitted to a vote through the solicitation of proxies. Each of the proposals is described in further detail in the Company’s Definitive Proxy Statement. Other than the two proposals addressed below and described in the Company’s Definitive Proxy Statement, no other proposal was submitted at the Annual Meeting for stockholder action. Each of the two proposals that were voted on at the Annual Meeting were approved by the Company’s stockholders. On the record date for the Annual Meeting, there were 14,000,520 shares of the Company's common stock issued, outstanding, and entitled to vote. Stockholders holding 11,829,469 shares of common stock were present at the Annual Meeting, in person or represented by proxy. The results of the votes are set forth below:

Proposal 1 – To elect four Class II directors to serve for a three-year term ending at the 2025 Annual Meeting of Stockholders.

Proposal 2 – To ratify the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for fiscal year 2022.

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.

September 19, 2022

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