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

October 27, 2022

Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐

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

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

On October 27, 2022, Christine M. Helmig, CPA, has been appointed to the Board of Directors of Meridian Corporation (the "Company") and its subsidiary bank, Meridian Bank (the "Bank"), effective immediately. Ms. Helmig is the Chief Financial Officer of the Hankin Group, a real estate development and construction management company.

The size of the Company’s Board will remain unchanged as Ms. Helmig will assume the vacant seat created by the passing of Mr. Ken Slack. Ms. Helmig will serve as a director in Class A, with a term expiring at the Company's annual meeting of shareholders in 2024.

Ms. Helmig will serve on the Company's Audit Committee. She will be entitled to receive the same compensation paid to the non-employee directors of the Company, which currently consists of an annual retainer and committee fees.

There are no family relationships between Ms. Helmig and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. No information is required to be disclosed with respect to Ms. Helmig pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing Ms. Helmig’s appointment to the Board of Directors of the Company and the Bank is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibit is furnished herewith:

99.1 Press Release, issued October 27, 2022 by Meridian Corporation

EXHIBIT INDEX

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.

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE                          484.568.5001

Contact: Christopher J. Annas                         CAnnas@meridianbanker.com

Meridian Corporation Announces Appointment of Christine M. Helmig, CPA, to Board of Directors

Malvern, Pa. (October 27, 2022) – Meridian Corporation (NASDAQ: MRBK) today announced that Christine M. Helmig, CPA, has been appointed to an open position on the Board of Directors of Meridian Corporation and its principal subsidiary, Meridian Bank, effective immediately.

“Ms. Helmig is a great addition to our Board of Directors,” said Chris Annas, Chairman. “Chrissy has been a long-standing friend of Meridian. Her experience and dedication along with her alignment to our vision and core values will add considerable value to our board.”

Ms. Helmig is the Chief Financial Officer of Hankin Group, a real estate development, construction, and property management company, where she has been for over fifteen years. Previously, Ms. Helmig was a partner in Boylston, Rothman and Helmig, LP, certified public accountants, where she specialized in business and individual taxation, and attest services for small businesses. Ms. Helmig is active in our community, having served on the advisory boards for the Church Farm School Leadership Council, and SEEDCOPA, which provides small business loans to Pennsylvania businesses. Ms. Helmig formerly served as a “Big Sister” for Big Brothers Big Sisters of America and is also a patient companion for Willow Tree Hospice Care.

“I am proud to join Meridian’s Board of Directors,” Ms. Helmig added. “Meridian is a leading bank in the Delaware Valley that works to build thriving communities, partner with businesses, support charities and make a difference. I’m excited to work with and contribute to the Meridian team.”

Ms. Helmig has been recognized for her professional and philanthropic achievements as one of Philadelphia Business Journal’s CFO of the year award recipients. She has served as a member of the Bank’s Advisory Board since January.

About Meridian Bank Meridian Bank, the wholly owned subsidiary of Meridian Corporation, is an innovative community bank serving Pennsylvania, New Jersey, Delaware, Maryland and Florida. Through more than 20 offices, including banking branches and mortgage locations, Meridian offers a full suite of financial products and services. Meridian specializes in business and industrial lending, retail and commercial real estate lending, electronic payments, and wealth management solutions through Meridian Wealth Partners. Meridian also offers a broad menu of high-yield depository products supported by robust online and mobile access. For additional information, visit our website at www.meridianbanker.com. Member FDIC.