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):  April29, 2020

The Bancorp, Inc.

(Exact name of registrant as specified inits charter)

Commission File Number:  000-51018

409 Silverside Road

Wilmington, DE 19809

(Address of principal executive offices,including zip code)

302-385-5000

(Registrant’s telephone number, includingarea code)

(Former name or former address, if changedsince last report)

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

[  ]   Written communications pursuant toRule 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:

Indicate by check mark whether the registrant is an emerginggrowth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Actof 1934 (§240.12b-2).

[ ] Emerging growth company

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided 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.

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.