* Less than 1%Unless otherwise specified, the address of these persons is c/o Harbor Bankshares Corporation, 25 West Fayette Street, Baltimore, Maryland 21201.
- Persons named in this table have sole or shared voting and/or investment power over the shares shown.
- Unless otherwise specified, the number of shares shown represents shares of Common Stock.
- Represents 85,199 shares of Common Stock, (including 600 shares of Common Stock held beneficially owned by child, 4,200 shares of Common Stock held by an IRA account maintained by T. Rowe Price).
- Represents 75,463 shares of Common Stock,owned by Mr. Zelmanovitch (including 13,234 shares owned by a corporation over which Mr. Zelmanovitch has power to vote).
- Represents 11,922 shares of Common Stock owned by Mr. Degraffenreidt.
- Represents 10,162 shares of Common Stock (including 2,183 shares jointly owned by Dr. Kelley and her husband 154 shares beneficially owned by a child).
- Represents 17,620 shares of Common Stock (including 15,453 shares owned by a corporation over which Mr. March has the power to vote).
- Includes 23,161 shares of Common Stock (including 3,225 shares jointly owned by Mr. Scott and his wife and 3,430 shares held by a brokerage jointly owned by Mr. Scott and his wife.
- Represents 4,062 shares of Common Stock owned by Mr. Tucker.
- Represents 30,838 shares of Common Stock owned by Mr. Vaeth.
- Represents 12,833 shares of Common Stock owned by Mr. Johnson.
- Represents 271,330 shares of Common Stock.
INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation’s Audit Committee has retained Dixon Hughes Goodman, LLP as independent public accountants to audit the Corporation's 2019 consolidated financial statements. Dixon Hughes Goodman, LLP also audited the Corporation's consolidated financial statements for 2018 and 2017. A representative of Dixon Hughes Goodman, LLP is expected to be present at the Annual Meeting, with the opportunity to make a statement if he or she decides, and will respond to appropriate questions.
THE ANNUAL MEETING
This proxy statement is furnished to shareholders of Harbor in connection with the solicitation of proxies by Harbor’s Board of Directors for use at the Annual Meeting.
Date, Place and Time of Annual Meeting
The Annual Meeting of Harbor’s shareholders will be held at Harbor’s main office at 25 West Fayette Street, Baltimore, Maryland 21201 on Wednesday, May 20, 2020, at 9:00 A.M. Eastern Time.
Shares Entitled to Vote; Quorum and Vote Required
The holders of record of the outstanding shares of Harbor voting common stock at the close of business on March 31, 2020 will be entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting. At the close of business on that date, there were 5,380,150 shares of Harbor common stock issued and outstanding and entitled to vote at the Annual Meeting.
At the Annual Meeting Harbor shareholders will be entitled to one vote for each share of Harbor common stock owned of record on the record date. The holders of a majority of the Harbor common stock must be present, either in person or by proxy, to constitute a quorum at the meeting. Shares of Harbor common stock present in person or represented by proxy, including shares whose holders abstain or do not vote and shares held of record by a broker or nominee that are voted on any matter, will be counted for purposes of determining whether a quorum exists at the Annual Meeting.
On the record date, the directors and executive officers of Harbor and the Bank (9 persons) were entitled to vote, in the aggregate, 271,330 shares of Harbor common stock (including 1,075 shares of common stock issuable upon the exercise of options), or approximately 5.04% of the outstanding shares of Harbor voting common.stock.
A list of shareholders will be available for examination by holders of the Harbor common stock for any purpose related to the Annual Meeting at the Annual Meeting and during the 10 days prior to the Annual Meeting at its offices at 25 West Fayette Street, Baltimore, MD 21201.
Voting Procedures and Revocation of Proxies
Proxies, in the form enclosed, that are properly executed by the shareholders and returned to Harbor and not subsequently revoked, will be voted in accordance with the instructions indicated on the proxies. Any properly executed proxy on which voting instructions are not specified will be voted FOR the election of the three nominated Class I Directors. The proxy also grants authority to the shareholders designated in the proxy to vote in accordance with their own judgment if an unscheduled matter is properly brought before the meeting.
If you are the record holder of your shares, you may revoke any proxy given pursuant to this solicitation by the Harbor Board of Directors at any time before it is voted at the Annual Meeting by:
- Giving written notice to the Secretary of Harbor;
- Executing a proxy bearing a later date filed with the Secretary of Harbor at or before the meeting; or
- Attending and voting in person at the meeting. Attendance without voting at the Annual Meeting will not in and of itself constitute revocation of a proxy.
All written notices of revocation and other communications with respect to revocation or proxies should be sent to: Harbor Bankshares Corporation, 25 West Fayette Street, Baltimore, MD 21201 Attention: Kimberly Levine, Executive Vice President and Chief Financial Officer. If you hold your shares in street name with a bank or broker, you must contact the bank or broker if you wish to revoke your proxy.
Attending the Annual Meeting
All of our shareholders are invited to attend the Annual Meeting. If you are a beneficial owner of Harbor common stock held by a broker, bank or other nominee (i.e., in “street name”), you will need proof of ownership to be admitted to the Annual Meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of Harbor common stock held in street name in person at the Annual Meeting, you will have to get a written proxy in your name from the broker, bank, or other nominee who holds your shares.
Our Annual Report to Shareholders for the fiscal year ended December 31, 2019 is being mailed to you with this proxy statement.
Solicitation of Proxies and Expenses
This proxy solicitation is made by the Board of Directors of Harbor. Harbor is responsible for its expenses incurred in preparing, assembling, printing, and mailing this proxy statement. Proxies will be solicited through the mail. Additionally, directors, officers and other employees of Harbor or its subsidiaries may solicit proxies in person, by telephone or other means of communications. None of these people will receive any special compensation for solicitation activities. Harbor will reimburse banks, brokers and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners.
Management of Harbor knows of no other business to be presented at the Annual Meeting, other than procedural matters relating to the conduct of the Annual Meeting, but if other matters do properly come before the Annual Meeting, unless otherwise instructed, it is intended that the persons named in the proxy card will vote shares according to their best judgment.
By Order of the Board of Directors
/s/Joseph Haskins, Jr.
Chairman, President and CEO