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 SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):  May25, 2022

The Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  000-51018

409 Silverside Road

Wilmington, DE 19809

(Address of principal executive offices, includingzip code)

302-385-5000

(Registrant’s telephone number, includingarea code)

(Former name or former address, if changed sincelast report)

Check the appropriate box below if the Form 8-K filing is intendedto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_]   Written communications pursuant to Rule 425 under theSecurities Act (17 CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under theExchange 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:

Indicate by check mark whether the registrant is an emerging growthcompany 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 registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuantto Section 13(a) of the Exchange Act. [_]

Item 5.07. Submission of Matters to aVote of Security Holders

The final results of the matters submitted to a vote of stockholders at the annual meeting of stockholders of The Bancorp, Inc. (the "Company") held on May 25, 2022 (the "Annual Meeting") are as follows:

Item No. 1: All of the Board of Directors’ nominees for director were elected to serve until the Company’s 2023 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth below.

All of the nominees for director were elected for one year terms. With respect to each nominee, the total number of broker non-votes was 1,759,489.

Item No. 2: The stockholders approved, on an advisory, non-binding basis, the Company’s compensation program for its named executive officers, by the votes set forth below.

There were 1,759,489 broker non-votes on this proposal.

Item No. 3: The stockholders approved the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, by the votes set forth below.

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.