8-K - MRBK - Equibles

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

June 17, 2021

Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)


Pennsylvania	000-55983	83-1561918
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Ident. No.)
9 Old Lincoln Highway , Malvern , Pennsylvania		19355
(Address of principal executive offices)		(Zip Code)
( 484 ) 568-5000<br><br>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 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:

Title of each class:	****	Trading Symbol(s)	****	Name of each exchange on which registered:
Common Stock, $1 par value		MRBK		The NASDAQ Stock Market

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Shareholders held on June 17, 2021, the shareholders of the Corporation approved to amend the Corporation’s Articles of Incorporation to increase the authorized numbers of shares of common stock of the Corporation from 10,000,000 shares to 25,000,000 shares. The Articles of Amendment of the Corporation were filed with the Secretary of State of the Commonwealth of Pennsylvania on June 21, 2021.

A copy of the Articles of Amendment is filed as Exhibit 3.1 to this current report on Form 8-K and is incorporated by reference herein.

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

The Corporation held its Annual Meeting of Shareholders on June 17, 2021 for the purpose of considering and acting upon the below proposals.

1.	A proposal to elect two (2) directors as “Class A” directors of the Board, to serve a three-year term expiring in 2024.

The shareholders of the Corporation elected the following Class A directors to each serve a three-year term expiring in 2024 by the following vote:

Director NameVotes ForVotes Withheld

Robert M. Casciato4,122,099 737,542

Kenneth H. Slack4,122,789 736,852

The following additional directors continued in office after the Annual Meeting: Christopher J. Annas, Denise Lindsay, Edward J. Hollin, Robert T. Holland, Anthony M. Imbesi, George C. Collier.

2.	A proposal for approval of amendment to the articles of incorporation to increase the authorized numbers of shares of common stock of the Corporation from 10,000,000 shares to 25,000,000 shares.

Votes For Votes AgainstVotes Abstained

3,723,328 1,696,332 3,378

3.	A proposal to ratify the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2021.

The shareholders of the Corporation ratified the appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2021 by the following vote:

Votes For Votes AgainstVotes Abstained

5,414,004 8,906 127

Item 9.01. Financial Statements and Exhibits.

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

EXHIBIT INDEX


Exhibit No.	****	Description of Exhibit
3.1		Articles of Amendment of Meridian Corporation, filed with the Secretary of State of the Commonwealth of Pennsylvania on June 21, 2021.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


	MERIDIAN CORPORATION<br>(Registrant)
Dated: June 21, 2021
	By:	/s/ Denise Lindsay
			Denise Lindsay
			Executive Vice President and Chief Financial Officer

Microsoft Word - 15-1915_5915 Art of Amnd-Dom Bus Nnprft Corp

Exhibit 3.1

PENNSYLVANIA **** DEPARTMENT **** OF **** STATE BUREAU **** OF **** CORPORATIONS **** AND **** CHARITABLE **** ORGANIZATIONS

Return ** document by mail to:**	Articles of Amendment
CSC ORDER # 869624-005 ** dcb**<br><br><br>cc<br><br>Name	Domestic Corporation<br><br>DSCB:15-1915/5915(rev. 7/2015)
<br><br><br><br>Address<br><br><br><br><br><br>CityStateZip Code
Return ** document by email to: cscpa@cscglobal.com **

Read all instructions prior to completing. This form may be submitted online at https://www.corporations.pa.gov/.

Fee: $70

Check one: ✔ Business Corporation (§ 1915) Nonprofit Corporation (§ 5915)

The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(Complete only (a) or (b), not both)

(b) Name of Commercial Registered Office Provider

c/o: N/A County

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

The name of the corporation is:

Meridian Corporation

(a) Number and Street	City	State	Zip	County
9 Old Lincoln Highway	Malvern	PA	19355	Chester

3. The statute by or under which it was incorporated:Pennsylvania Business Corporation Law of 1988

The date of its incorporation: **_**06/08/2009

(MM/DD/YYYY)

5. Check, and if appropriate complete, one of the following:✔The amendment shall be effective upon filing these Articles of Amendment in the Department of State. The amendment shall be effective on: at

Date (MM/DD/YYYY)Hour (if any)

Exhibit 3.1

DSCB:15-1915/5915–2

6. Check one of the following:✔The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a). The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b).

Check, and if appropriate complete, one of the following:

The amendment adopted by the corporation, set forth in full, is as follows ✔The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

Check if the amendment restates the Articles:

The restated Articles of Incorporation supersede the original articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this

17th day of June , 2021 .

Meridian Corporation

Name of Corporation

/s/ Denise Lindsay

Signature

Executive Vice President and Chief Financial Officer

Title

Exhibit A

Article 7-A, Section 1 of the Articles of Incorporation of Meridian Corporation is hereby amended and restated in its entirety to read as follows:

“Section 1. The total number of shares of all stock which the corporation shall have authority to issue is (1) 25,000,000 shares of common stock (“Common Stock”), with a par value of one dollar ($1.00) per share; and (2) 5,000,000 shares of preferred stock with no stated par value.”