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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
| Filed by the Registrant x | Filed by a Party other than the Registrant ¨ | |
| Check the appropriate box: | ||
| ¨ Preliminary Proxy Statement | ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x Definitive Proxy Statement | ||
| ¨ Definitive Additional Materials | ||
| ¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 | ||
Glen Burnie Bancorp
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee previously paid with preliminary materials. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
April5, 2024
Dear Fellow Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Glen Burnie Bancorp (the Company). You will be able to attend and participate in the Annual Meeting in-person this year. The meeting will be held at The Bank of Glen Burnie, 101 Crain Highway, SE, Glen Burnie, Maryland, on Thursday, May9, 2024, at 2:00 p.m., Eastern Time.
The accompanying notice and proxy statement describe the formal business to be transacted at the meeting which includes electing three directors; ratifying the Board of Directors acceptance of the auditors selected by the Audit Committee for the 2024 fiscal year; and transacting such other business as may properly come before the Annual Meeting or any adjournments thereof.
Accompanying this proxy statement are a proxy card and an Annual Report to Stockholders for the 2023 fiscal year. During the meeting, we will report on the operations of the Companys wholly owned subsidiary, The Bank of Glen Burnie. Directors and officers of the Company as well as representatives of UHY LLP, Certified Public Accountants, our independent auditors, will be present to respond to any questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO EITHER SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE OR YOU CAN ALSO VOTE ONLINE AT WWW.INVESTORVOTE.COM/GLBZ. YOU WILL NEED YOUR CONTROL NUMBER TO VOTE ONLINE (SEE INSTRUCTIONS ON PROXY CARD). This will not prevent you from voting in person but will ensure that your vote is counted if you are unable to attend the meeting. Your vote is important, regardless of the number of shares you own. If you plan to attend the meeting, please check the box on the enclosed form of proxy.
| Sincerely, | |||
| John E. Demyan | Mark C.Hanna | ||
| Chairman | President and Chief Executive Officer |
GLEN BURNIE BANCORP
101 Crain Highway, S.E.
Glen Burnie, Maryland 21061
(410) 766-3300
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May9, 2024
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the Annual Meeting) of Glen Burnie Bancorp (the Company) will be held in person at The Bank of Glen Burnie, 101 Crain Highway, SE, Glen Burnie, Maryland for shareholders, on Thursday, May9, 2024, at 2:00 p.m., Eastern Time.
A proxy statement and proxy card for the Annual Meeting accompany this notice.
The Annual Meeting has been called for the following purposes:
| 1. | To elect three directors; |
| 2. | To ratify the acceptance by the Board of Directors of the selection of the Audit Committee of an outside auditing firm for the 2024 fiscal year; and |
| 3. | To transact such other business as may properly come before the Annual Meeting or any adjournments thereof. |
Any action may be taken on any one of the foregoing proposals at the Annual Meeting on the date specified above or on any date or dates to which, by original or later adjournment, the Annual Meeting may be adjourned. Stockholders of record at the close of business on March20, 2024, are the only stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.
You are requested to complete and sign the accompanying proxy card, which is solicited by the Board of Directors and to mail it promptly in the accompanying envelope or vote online at WWW.INVESTORVOTE.COM/GLBZ. The proxy card or electronic vote will not be used if you attend and vote at the Annual Meeting in person.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| Michelle Stambaugh | |
| SECRETARY |
Glen Burnie, Maryland
April5, 2024
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. YOU CAN ALSO VOTE ONLINE AT WWW.INVESTORVOTE.COM/GLBZ. YOU WILL NEED YOUR CONTROL NUMBER TO VOTE ONLINE (ON PROXY CARD). EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, SIGN, DATE AND RETURN TO US A PROXY CARD. IF YOU ATTEND THE MEETING IN PERSON, YOU MAYREVOKE YOUR PROXY AND VOTE IN PERSON AT THE MEETING.
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to Be Held on May9, 2024
The Notice of Annual Meeting of Stockholders, Proxy Statement, Formof Proxy, and 2023 Annual Report are available at www.edocumentview.com/GLBZ.
PROXY STATEMENT
OF
GLEN BURNIE BANCORP
101 Crain Highway, S.E.
Glen Burnie, Maryland 21061
ANNUAL MEETING OF STOCKHOLDERS
May9, 2024
GENERAL
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the Board of Directors or Board) of Glen Burnie Bancorp (the Company) to be used at the 2024 Annual Meeting of Stockholders of the Company and any adjournments or postponements thereof (hereinafter called the Annual Meeting) which will be held in person at The Bank of Glen Burnie, 101 Crain Highway, SE, Glen Burnie, Maryland for shareholders, on Thursday, May9, 2024 at 2:00 p.m., Eastern Time.
The accompanying Notice of Annual Meeting and form of proxy and this Proxy Statement are being first mailed to stockholders on or about April5, 2024.
VOTING AND REVOCABILITY OF PROXIES
Proxies solicited by the Board of Directors of the Company will be voted in accordance with the directions given therein. Where no instructions are given, signed proxies will be voted for the nominees named below, and for the proposal to authorize the Board of Directors to accept the selection of the Audit Committee of an outside auditing firm for the 2024 fiscal year. The proxy confers discretionary authority on the persons named therein to vote with respect to the election of any person as a director where the nominee is unable to serve or for good cause will not serve, and with respect to matters incident to the conduct of the Annual Meeting. If any other business is presented at the Annual Meeting, proxies will be voted by those named therein in accordance with the determination of a majority of the Board of Directors. Proxies marked as abstentions will not be counted as votes cast. In addition, shares held in street name which have been designated by brokers on proxy cards as not voted will not be counted as votes cast. Proxies marked as abstentions or as broker no votes, however, will be treated as shares present for purposes of determining whether a quorum is present.
Stockholders who execute proxies retain the right to revoke them at any time prior to being voted. Unless so revoked, the shares represented by properly executed proxies will be voted at the Annual Meeting and all adjournments thereof. Proxies may be revoked by written notice to Michelle Stambaugh, the Secretary of the Company, at the address above or by the filing of a later dated proxy prior to a vote being taken on a particular proposal at the Annual Meeting. A proxy will not be voted if a stockholder attends the Annual Meeting and votes in person. The presence of a stockholder at the Annual Meeting will not revoke such stockholders proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The securities entitled to vote at the Annual Meeting consist of the Companys common stock, par value $1.00 per share (the Common Stock). Stockholders of record as of the close of business on March20, 2024 (the Record Date) are entitled to one vote for each share then held. At the Record Date, the Company had 2,887,467 shares of Common Stock issued and outstanding. The presence, in person or by proxy, of at least a majority of the total number of shares of Common Stock outstanding and entitled to vote will be necessary to constitute a quorum at the Annual Meeting. Persons and groups beneficially owning in excess of 5% of the Common Stock are required to file certain reports with respect to such ownership pursuant to the Securities Exchange Act of 1934 (the Exchange Act). The following table sets forth, as of the Record Date, certain information as to the Common Stock beneficially owned by all persons who were known to the Company to beneficially own more than 5% of the Common Stock outstanding at the Record Date.
1
|
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership 1 |
Percent of Shares of Common Stock Outstanding |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
John E. Demyan
101 Crain Highway, S.E. Glen Burnie, Maryland 21061 | 285,216 | 2 | 9.88 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1 | Rounded to nearest whole share. For purposes of this table, a person is deemed to be the beneficial owner of any shares of Common Stock if he or she has or shares voting or investment power with respect to such Common Stock or has a right to acquire beneficial ownership at any time within 60 days from the Record Date. As used herein, voting power is the power to vote or direct the voting of shares and investment power is the power to dispose or direct the disposition of shares. Except as otherwise noted, ownership is direct, and the named individuals or group exercise sole voting and investment power over the shares of the Common Stock. |
| 2 | Includes 284,216 shares held by Mr.Demyan individually and 1,000 shares held by Mrs.Demyan. |
PROPOSAL I -- ELECTION OF DIRECTORS
The Board of Directors currently consists of 11 directors positions, two of which are currently vacant. Under the Companys Articles of Incorporation, directors are divided into three classes and elected for terms of three years each and until their successors are elected and qualified. The Board has nominated Andrew Cooch, Mark C. Hanna and Stanford D. Hess for election as directors to serve for terms of three years each and until their successors are elected and qualified. Under Maryland law, directors are elected by a plurality of all votes cast at a meeting at which a quorum is present.
Unless contrary instruction is given, the persons named in the proxies solicited by the Board of Directors will vote each such proxy for the election of the named nominees. If any of the nominees is unable to serve, the shares represented by all properly executed proxies which have not been revoked will be voted for the election of such substitute as the Board may recommend or the Board may reduce the size of the Board to eliminate the vacancy. At this time, the Board does not anticipate that any nominee will be unable to serve.
The following table sets forth, for each nominee and each continuing director, his or her name, age as of the Record Date, the year he or she first became a director of the Company, the expiration of his or her current term, and whether such individual has been determined by the Board to be independent as defined in Rule5605(a)(2)of the NASDAQ Stock Market Rules. Each nominee and continuing director are also a member of the Board of Directors of The Bank of Glen Burnie (the Bank) and GBB Property Holdings, LLC, and GBB Properties,Inc. (GBB Properties). There are no known arrangements or understandings between any director or nominee for director of the Company and any other person pursuant to which such director or nominee has been selected as a director or nominee.
2
| Director | Current Term | |||||||||||
| Name | Age | Since | to Expire | Independent | ||||||||
| Board Nominees for Term to Expire in 2027 | ||||||||||||
| Andrew Cooch | 69 | 2014 | 2024 | Yes | ||||||||
| Mark C. Hanna | 55 | 2024 | 2024 | No | ||||||||
| Stanford D. Hess | 81 | 2018 | 2024 | Yes | ||||||||
| Directors Continuing in Office | ||||||||||||
| Thomas Clocker | 89 | 1995 | 2025 | Yes | ||||||||
| Joan M. Rumenap | 65 | 2018 | 2025 | Yes | ||||||||
| Julie Mussog | 49 | 2019 | 2025 | Yes | ||||||||
| John E. Demyan | 76 | 1995 | 2026 | No | ||||||||
| Frederick W. Kuethe,III | 64 | 1992 | 2026 | Yes | ||||||||
| Mary Louise Wilcox | 76 | 1997 | 2026 | Yes | ||||||||
Presented below is certain information concerning the nominees and directors continuing in office. Unless otherwise stated, all directors and nominees have held the positions indicated for at least the past five years.
Andrew Cooch is a partner in the Law Office of Cooch Bowers, P.A. and Owner/Director of Progressive Title Corporation. He serves on the Board of Directors at Bello Machre,Inc., a Maryland based non-profit serving the developmentally disabled. Mr.Cooch was previously Vice President of Maryland Land Title Association and was previously on the Board of Maryland Affordable Housing Trust. Mr.Cooch received a Juris Doctorate in 1981 from the University of Baltimore, School of Law. Mr.Cooch is well qualified to serve as a member of the Companys Board due to his business experience, knowledge of the Banks market and involvement in the communities served by the Bank.
Mark C. Hanna was appointed President and Chief Executive Officer of the Company and the Bank effective October16, 2023. From 2017 through April2023, Mr.Hanna served as President (adding the title of Chief Executive Officer in 2018) of FM Bank Corp., and from 2005 until 2017 he served in various executive capacities with Eastern Virginia Bankshares and Virginia Company Bank (now part of Primis Financial Corp.). From 1990 to 2005, Mr.Hanna held different positions in large commercial banks. Mr.Hanna is well qualified to serve as a member of the Companys Board due to his more than 30 years of banking experience.
Stanford D. Hess has been a member of the Baltimore law firm, Neuberger, Quinn, Gielen, Rubin Gibber, P.A., since 1995, focusing on business planning and transactions as well as commercial real estate. Mr.Hess has also served as Executive Vice President and legal counsel for Antwerpen Automotive Group since 2000. Throughout his career, Mr.Hess has served a variety of clients including business and real estate transactions, automotive dealers, general contractors, and banking institutions throughout the Baltimore and Mid-Atlantic region. His banking experience includes serving as chairperson of the State Commission to Study the Regulatory Structure of Banking, Savings and Loan and Small Loan Industries. He also served as a member of the Governors Advisory Panel to Study the Movement Towards Electronic Funds Transfer. While serving as an Assistant Attorney General, Mr.Hess represented, among other agencies, the State Bank Commissioner, Administrator of Loan Laws, the Division of Savings and Loan Administration, and the Bank Board. Mr.Hess is well qualified to serve as a member of the Companys Board due to his extensive and relevant business and legal experience.
3
Thomas Clocker is a retired businessman and the former owner/operator of Angels Food Market in Pasadena, Maryland. He served on the Mid-Atlantic Food Associations board of directors for nine years and is a founding member of the Pasadena Business Association. Mr.Clocker is actively involved in the community as a supporter of local schools, athletic associations and scouting groups. Mr.Clocker is well qualified to serve as a member of the Companys Board due to his business experience, knowledge of the Banks market and involvement in the communities served by the Bank.
Joan M. Rumenap holds a Master of Business Administration degree from the University of Baltimore. Since September2016, Ms.Rumenap has been a Special Projects Manager with Accessible Resources for Independence, which provides support and services to people with disabilities in Anne Arundel and Howard counties, and since July2014 she has also served part-time as a personal advocate with By Their Side, an organization which works with Marylanders with intellectual/developmental disabilities and their families to assure that their needs are addressed. From August2014 until September2016, Ms.Rumenap served as grants officer for Ancient and Accepted Scottish Rite in Baltimore City. From September2002 through March2014, she was Director of Special Projects for Abilities Network, which assists individuals with disabilities in Maryland to achieve their personal goals and reach their maximum potential. Ms.Rumenap also serves on various committees and community organizations and was recognized by The Glen Burnie Rotary Club in 2017 as a Service Above Self Community Service Award recipient. Ms.Rumenap is well qualified to serve as a member of the Companys Board due to her extensive knowledge of the Banks market and involvement in the communities served by the Bank.
Julie Mussog is a Certified Public Accountant and since October2019 has served as Chief Financial Officer of Metropolitan Washington Council of Governments. Founded in 1957, COG is an independent, nonprofit association, with a membership of 300 elected officials from 24 local governments, the Maryland and Virginia state legislatures, and U.S. Congress. From February2019 until October2019, Ms.Mussog served as Senior Vice President of MuniCap,Inc., a public finance consulting firm based in Columbia, Maryland. From November2016 until February2019, Ms.Mussog served as President and Chief Executive Office of the Anne Arundel Economic Development Corporation, and from 2013 until November2016, she was Controller for Anne Arundel County. Ms.Mussog holds a Bachelor of Business Administration and a Master of Business of Administration from the University of Michigans Ross School of Business. She is active in numerous civic and community organizations, including Junior League of Annapolis, the Anne Arundel Community College Foundation, and the Baltimore Washington Medical Center. Ms.Mussog is well qualified to serve as a member of the Companys Board due to her extensive financial management experience and familiarity with the communities served by the Bank.
John E. Demyan has been Chair of the Board of the Company, the Bank, GBB Properties and GBB Property Holdings, LLC since 1995. He previously served as a director of the Company and the Bank from 1990 through 1994. He completed the Maryland Banking School in 1994. Mr.Demyan is the owner and manager of commercial and residential properties in northern Anne Arundel County, Maryland. He is a lifetime member of the 100 Club. Mr.Demyan is well qualified to serve as a member of the Companys Board due to his familiarity with the Banks business and industry, knowledge of the Banks market and involvement in the communities served by the Bank.
Frederick W. Kuethe,III has been a Vice President of the Company since 1995 and a director of the Bank since 1988. Mr.Kuethe has worked in software design and systems integration at Northrop Grumman Corp. since 1981. He is a graduate of the Maryland Banking School. Mr.Kuethe is well qualified to serve as a member of the Companys Board due to his familiarity with the Banks business and industry and knowledge of the Banks market.
Mary Louise Wilcox is a retired teacher from the Anne Arundel County Public School system where she had last been teaching at Belle Grove Elementary School in Brooklyn Park, Maryland. Currently, Mrs.Wilcox is a member of a family-owned LLC which manages commercial property in northern Anne Arundel County. She is actively involved in her church where she has served on multiple committees, including the Vestry, the Finance, and the Endowment committees. Also active in her community, Mrs.Wilcox served on the Glen Burnie Improvement Associations Carnival Banking Committee for over 50 years, as well as participating in other Carnival committees in the past. Ms.Wilcox is well qualified to serve as a member of the Companys Board due to her knowledge of the Companys market and involvement in the communities served by the Bank.
4
CORPORATE GOVERNANCE
The Board of Directors periodically reviews its corporate governance policies and procedures to ensure that the Company meets the highest standards of ethical conduct, report results with accuracy and transparency, and maintains full compliance with the laws, rulesand regulations which govern the Companys operations.
Meetings and Committees of the Board of Directors
Board of Directors. The Board of Directors holds regular monthly meetings and special meetings as needed. During the year ended December31, 2023, the Board met 12 times. One incumbent director, John E. Demyan, attended fewer than 75% of the total number of meetings of the Board of Directors held during 2023 and the total number of meetings held by all committees on which he served during such year. Board members are expected to attend the Annual Meeting of Stockholders, and all incumbent directors serving at that time attended the 2023 Annual Meeting of Stockholders.
The Board has numerous committees, each of which meets at scheduled times, including the following committees:
Audit Committee. The Banks Audit Committee acts as the audit committee for the Company and for 2023 through the date of the Annual Meeting consists of Directors Julie Mussog, Thomas Clocker, Frederick W. Kuethe III and Andrew Cooch. During the year ended December31, 2023, the Audit Committee met 13 times.
The Audit Committee monitors internal accounting controls, meets with the Banks Internal Auditor to review internal audit findings, recommends independent auditors for appointment by the Board, and meets with the Companys independent auditors regarding these internal controls to assure full disclosure of the Companys financial condition. Each member of the Audit Committee is independent, as defined in Rule5605(a)(2)of the NASDAQ Stock Market Rulesand under the criteria for independence set forth in Rule10A-3(b)(1)promulgated by the Securities and Exchange Commission (SEC) under the Exchange Act, and otherwise meets the criteria for Audit Committee membership set forth in applicable NASDAQ rules. In addition, each member of the Audit Committee can read and understand fundamental financial statements, including a companys balance sheet, income statement, and cash flow statement. The Board of Directors has examined the SECs definition of audit committee financial expert and determined that Julie Mussog satisfies this definition. Accordingly, Mrs.Mussog has been designated by the Board of Directors as the Companys audit committee financial expert.
The Board of Directors of the Company has adopted a written charter for the Audit Committee and is available on the Banks website, www.thebankofglenburnie.com .
Employee Compensation and Benefits Committee. The Banks Employee Compensation and Benefits Committee (the Compensation Committee) acts as the compensation committee for the Company, and for 2023 through the date of the Annual Meeting is composed of Directors Joan Rumenap, Thomas Clocker, Julie Mussog, Frederick W. Kuethe,III., Mary Louise Wilcox, Andrew Cooch, and Stanford Hess. Mr.Charles F. Lynch,Jr. served on this committee until his resignation on December31, 2023. This Committee met four times during 2023. The purpose of the Compensation Committee is to evaluate and ascertain the appropriateness of compensation levels pertaining to the officers of the Bank other than the CEO and the other executive officers of the Bank. The compensation levels of all executive officers, other than the CEO, are recommended by the CEO for deliberation and approval of the Committee prior to submission to the full Board. The compensation levels of the CEO and the other executive officers of the Bank are reviewed by the full Board of Directors and must be approved by a majority of the independent directors. No executive officer is present during deliberations or voting on his/her compensation. The Board has adopted a written charter for the Compensation Committee, which is available on the Banks website, www.thebankofglenburnie.com .
5
During 2023, the Compensation Committee engaged the services of ChaseCompGroup as its independent advisor on matters of executive and board compensation, reporting directly to the Compensation Committee. ChaseCompGroup provides no other remunerated services to the Company or any of its affiliates.
Nominations. The independent members of the Companys Board of Directors act as a nominating committee for the annual selection of its nominees for election as directors, and the Board held no meetings during 2023. The Board has not adopted a charter with respect to the nominating committee function. The Board of Directors believes that the interests of the Companys shareholders are served by delegating the nominations process to the board members who are independent from management. While the Board of Directors will consider nominees recommended by stockholders, it has not actively solicited recommendations from the Companys stockholders for nominees, nor established any procedures for this purpose. In considering prospective nominees, the Board of Directors will consider the prospects relevant financial and business experience, familiarity with and participation in the Banks market area, the integrity and dedication of the prospect, prospective nominees independence and other factors the Board deems relevant. The Board of Directors will apply the same criteria to nominees recommended by stockholders as those recommended by the nominating committee. Nominations by stockholders must comply with certain informational requirements set forth in ArticleIII, Section1 of the Companys Bylaws. See Stockholder Proposals elsewhere in this Proxy Statement.
Director Compensation
Directors Fees. Currently, directors are paid a fee of $1,250 for each combined regular or special meeting of the Company and the Bank attended, with fees paid for one excused absence. Mr.Demyan was compensated at the rate of $77,663 per annum for the additional responsibilities of serving as the Chair of the Board of Directors. Directors (other than Mr.Demyan and Mr.Hanna who receive no fees for board or committee meetings) are paid an additional $300 chair fee, an additional $350 for the Audit Committee chair and $250 for audit committee members, or $200 member fee, as applicable, for each committee meeting.
The following table summarizes the compensation paid to directors other than those included in the Summary Compensation Table below, for the fiscal year ended December31, 2023:
| Name |
Fees
Earned or
Paid in Cash (1) |
All Other
Compensation | Total | ||||||||||||||||||||||||||||||
| (a) | (b) | (g) | (h) | ||||||||||||||||||||||||||||||
| Thomas Clocker | $ | 24,450 | -- | $ | 24,450 | ||||||||||||||||||||||||||||
| Andrew Cooch | $ | 22,950 | -- | $ | 22,950 | ||||||||||||||||||||||||||||
| Julie Mussog | $ | 26,350 | -- | $ | 26,350 | ||||||||||||||||||||||||||||
| John E. Demyan 1 | $ | 64,032 | $ | 13,631 | 1 | $ | 77,663 | ||||||||||||||||||||||||||
| Joan M. Rumenap | $ | 22,000 | -- | $ | 22,000 | ||||||||||||||||||||||||||||
| Charles Lynch,Jr. | $ | 22,300 | -- | $ | 22,300 | ||||||||||||||||||||||||||||
| F. W. Kuethe,III | $ | 29,450 | -- | $ | 29,450 | ||||||||||||||||||||||||||||
| Mary Louise Wilcox | $ | 19,400 | -- | $ | 19,400 | ||||||||||||||||||||||||||||
| Stanford D. Hess | $ | 18,400 | -- | $ | 18,400 | ||||||||||||||||||||||||||||
| Name |
Amount And Nature of
Beneficial Ownership 1 |
Percent of
Class | |||||||||||||||||||||||||||||||
| Thomas Clocker | 1,848 | 0.06 | % | ||||||||||||||||||||||||||||||
| Andrew Cooch | 1,050 | 0.04 | % | ||||||||||||||||||||||||||||||
| John E. Demyan | 285,216 | 2 | 9.88 | % | |||||||||||||||||||||||||||||
| Mark C. Hanna | 1,500 | 0.05 | % | ||||||||||||||||||||||||||||||
| Jeffrey D. Harris | - | - | |||||||||||||||||||||||||||||||
| Stanford Hess | 100 | 0.00 | % | ||||||||||||||||||||||||||||||
| Andrew Hines | - | - | |||||||||||||||||||||||||||||||
| Frederick W. Kuethe III | 38,787 | 3 | 1.34 | % | |||||||||||||||||||||||||||||
| Julie Mussog | 100 | 0.00 | % | ||||||||||||||||||||||||||||||
| Joan Rumenap | 51,628 | 1.79 | % | ||||||||||||||||||||||||||||||
| Donna Smith | - | - | |||||||||||||||||||||||||||||||
| Michelle Stambaugh | 3,343 | 4 | 0.12 | % | |||||||||||||||||||||||||||||
| Mary Louise Wilcox | 23,812 | 0.82 | % | ||||||||||||||||||||||||||||||
| Name and Principal Position | Year | Salary | Bonus |
All Other
Compensation | Total | ||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (i) | (j) | ||||||||||||||||||||||||||||
| Mark C. Hanna | 2023 | $ | 59,538 | $ | 0 | $ | 2,078 | 1 | $ | 61,616 | |||||||||||||||||||||||
| President and Chief Executive Officer | 2022 | None | $ | 0 | $ | 0 | 1 | $ | 0 | ||||||||||||||||||||||||
| John D. Long 2 | 2023 | $ | 284,082 | $ | 0 | $ | 47,663 | 2 | $ | 331,745 | |||||||||||||||||||||||
| President and Chief Executive Officer | 2022 | $ | 326,992 | $ | 0 | $ | 38,377 | 2 | $ | 365,369 | |||||||||||||||||||||||
| Andrew Hines | 2023 | $ | 209,064 | $ | 0 | $ | 35,351 | 3 | $ | 244,415 | |||||||||||||||||||||||
| Executive Vice President and Chief Lending Officer | 2022 | $ | 204,733 | $ | 0 | $ | 31,960 | 3 | $ | 236,693 | |||||||||||||||||||||||
| Jeffrey D. Harris | 2023 | $ | 195,835 | $ | 0 | $ | 22,550 | 4 | $ | 218,385 | |||||||||||||||||||||||
| Senior Vice President and Chief Financial Officer | 2022 | $ | 191,778 | $ | 0 | $ | 17,218 | 4 | $ | 208,996 | |||||||||||||||||||||||
| Donna Smith | 2023 | $ | 153,642 | $ | 0 | $ | 29,937 | 5 | $ | 183,579 | |||||||||||||||||||||||
| Senior Vice President and Director of Branch Deposit Operations | 2022 | $ | 153,428 | $ | 0 | $ | 14,089 | 5 | $ | 167,517 | |||||||||||||||||||||||
| Michelle Stambaugh | 2023 | $ | 149,436 | $ | 2,500 | $ | 25,777 | 6 | $ | 177,713 | |||||||||||||||||||||||
| Senior Vice President and Director of Human Resources | 2022 | $ | 143,151 | $ | 0 | $ | 14,056 | 6 | $ | 157,207 | |||||||||||||||||||||||
| (1) | Mr.Hanna joined the Company in October2023, and his All Other Compensation for 2023 consisted of: $2,060 health plan benefits (including health and dental), $16 term life insurance benefits, and $2 disability insurance benefits. |
| (2) | Mr.Long retired effective October16, 2023 and his All Other Compensation for 2023 consisted of: $8,522 as a 3% employer contribution and $2,724 as an employer matching contribution to The Bank of Glen Burnie 401(K)Profit Sharing Plan; an employer match for the employee 401(K)contribution of $24,231; and $11,278 health plan benefits (including health and dental), $51 term life insurance benefits, and $857 disability insurance benefits. Mr.Longs All Other Compensation for 2022 consisted of: $9,150 as a 3% employer contribution and $5,365 as an employer matching contribution to The Bank of Glen Burnie 401(K)Profit Sharing Plan; an employer match for the employee 401(K)contribution of $8,415; and $14,214 health plan benefits (including health and dental), $51 term life insurance benefits, and $1,182 disability insurance benefits. |
| (3) | Mr.Hines All Other Compensation for 2023 consisted of: $6,272 as a 3% employer contribution and $2,004 as an employer matching contribution to The Bank of Glen Burnie 401(K)Profit Sharing Plan; an employer match for the employee 401(K)contribution of $12,544; $13,404 for health plan benefits; $94 term life insurance benefits; and $1,033 disability insurance benefits. Mr.Hines All Other Compensation for 2022 consisted of: $6,752 as a 3% employer contribution and $3,958 as an employer matching contribution to The Bank of Glen Burnie 401(K)Profit Sharing Plan; an employer match for the employee 401(K)contribution of $6,151; $13,835 for health plan benefits; $78 term life insurance benefits; and $1,186 disability insurance benefits. |
| (4) | Mr.Harris All Other Compensation for 2023 consisted of: $5,875 as a 3% employer contribution and $1,878 as an employer matching contribution to The Bank of Glen Burnie 401(K)Profit Sharing Plan; an employer match for the employee 401(K)contribution of $13,708; $61 term life insurance benefits; and $1,028 disability insurance benefits. Mr.Harris All Other Compensation for 2022 consisted of: $6,177 as a 3% employer contribution and $3,622 as an employer matching contribution to The Bank of Glen Burnie 401(K)Profit Sharing Plan; an employer match for the employee 401(K)contribution of $6,178; $59 term life insurance benefits; and $1,182 disability insurance benefits. |
| (5) | Ms.Smiths All Other Compensation for 2023 consisted of: $4,609 as a 3% employer contribution and $1,473 as an employer matching contribution to The Bank of Glen Burnie 401(K)Profit Sharing Plan; an employer match for the employee 401(K)contribution of $22,500; $228 for health plan benefits;$94 term life insurance benefits, and $1,033 disability insurance benefits. Ms.Smiths All Other Compensation for 2022 consisted of: $5,249 as a 3% employer contribution and $3,077 as an employer matching contribution to The Bank of Glen Burnie 401(K)Profit Sharing Plan; an employer match for the employee 401(K)contribution of $4,499; $78 term life insurance benefits, and $1,186 disability insurance benefits. |
| (6) | Ms.Stambaughs All Other Compensation for 2023 consisted of: $4,483 as a 3% employer contribution and $1,433 as an employer matching contribution to The Bank of Glen Burnie 401(K)Profit Sharing Plan; $94 term life insurance benefits; an employer match for the employee 401(K)contribution of $18,585; $149 for health plan benefits, and $1,033 disability insurance benefits. Ms.Stambaughs All Other Compensation for 2022 consisted of: $5,053 as a 3% employer contribution and $2,962 as an employer matching contribution to The Bank of Glen Burnie 401(K)Profit Sharing Plan; $78 term life insurance benefits; an employer match for the employee 401(K)contribution of $4,610; $167 for health plan benefits, and $1,186 disability insurance benefits. |
9
Change in Control Severance Plan
The Company and the Bank maintain a Change in Control Severance Plan (the Plan). All employees, including the named executive officers, and Board members of the Company, the Bank and affiliates of the Company or Bank who, on the date of a change in control, are not parties to an employment agreement or change in control severance agreement with the applicable employer, are eligible to participate in the Plan. A change in control is defined as any one of the following events: (i)the acquisition of ownership, holding or power to vote more than 25% of the Companys voting stock, (ii)the acquisition of the ability to control the election of a majority of the Banks or the Companys directors, (iii)the acquisition of a controlling influence over the management or policies of the Bank or the Company by any person or by persons acting as a group (within the meaning of Section13(d)of the Exchange Act, or (iv)during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Bank or the Company (excluding individuals whose election or nomination for election as a member of the existing board was approved by a vote of at least two-thirds of the continuing directors then in office) cease for any reason to constitute at least two-thirds thereof.
Under the terms of the Plan, in the event the individual voluntarily terminates his/her employment within two years following a change in control, or in the event the individuals employment is terminated by the Bank (or its successor) for any reason, other than cause, within two years following a change in control, the individual is entitled to receive the benefits specified in the Plan based on the individuals position with the employer and, in some instances, years of service on the date of the change in control. The payment will be made either in a lump sum or in installments, at the option of the individual. Under the Plan, upon a change in control, Mr.Hanna and Mr.Hines would receive an amount equal to the aggregate present value of 2.99 times their average annual taxable compensation from the Company for the prior five complete years, Mr.Harris, Ms.Stambaugh and Ms.Smith would receive an amount equal to 130 weeks of their gross weekly salary as of the date of termination. In addition, Mr.Harris, Ms.Stambaugh and Ms.Smith would receive $10,000 toward the premiums for their COBRA medical insurance coverage following the termination of employment if they elected to receive COBRA benefits. Mr.Harris, Ms.Stambaugh and Ms.Smiths cash payment and COBRA benefits may not exceed 2.99 times their average annual taxable compensation from the Company for the prior five complete years.
If change in control payments were triggered today, the named executive officers would receive the following amounts: Mr.Hanna, $178,020; Mr.Hines, $603,668; Mr.Harris, $475,562; Ms.Stambaugh, $353,530, and Ms.Smith $370,230.
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Pay Versus Performance
| Year |
Summary
Compensation Table Total for PEO (1) |
Compensation
Actually Paid to PEO |
Summary
Compensation Table Total for PEO (1) |
Compensation
Actually Paid to PEO |
Average
Summary Compensation Table Total for Non- PEO NEOs (2) |
Average
Compensation Actually Paid to Non-PEO NEOs |
Value of Initial
Fixed $100 Investment Based On: Total Shareholder Return (3) |
Net Income
( in thousands ) (4) | |||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | |||||||||||||||||||||||||
| 2023 | $ | 331,745 | $ | 331,745 | $ | 61,616 | $ | 61,616 | $ | 206,023 | $ | 206,023 | $ | 23 | $ | 1,429 | |||||||||||||||||
| 2022 | $ | 365,369 | $ | 365,369 | $ | 0 | $ | 0 | $ | 192,603 | $ | 192,603 | $ | 38 | $ | 1,745 | |||||||||||||||||
| 2021 | $ | 401,814 | $ | 401,814 | $ | 0 | $ | 0 | $ | 211,343 | $ | 211,343 | $ | 31 | $ | 2,516 | |||||||||||||||||
| (1) | The amounts reported in column (b)are the amounts of total compensation reported for John D. Long, our President and Chief Executive Officer (our PEO) through October2023, and in column (d)are the amounts of total compensation reported for Mark C. Hanna , our President and Chief Executive Officer (our PEO) from and after October2023, in each case for each corresponding year in the Total column of the Summary Compensation Table. |
| (2) | The amounts reported in column (d)represent the average of the amounts reported for our named executive officers as a group (excluding our President and CEO) in the Total column of the Summary Compensation Table in each applicable year. |
| (3) | Total Shareholder Return represents our cumulative total stockholder return during each measurement period and is calculated by dividing the sum of (i)the difference between the share price of our common stock at the end and the beginning of the measurement period, plus (ii)the cumulative amount of dividends paid on our common stock for the measurement period, assuming dividend reinvestment, by the share price of our common stock at the beginning of the measurement period. Each amount assumes that $100 was invested in our common stock on December31, of the preceding measurement period, and dividends were reinvested for additional shares. |
| (4) | The amounts reported represent the amount of net income (in thousands) reflected in our audited consolidated financial statements for the applicable year. |
The Companys compensation program for each of its named executive officers consists of the following elements:
Base Salary . The salaries of our named executive officers are designed to provide a reasonable level of compensation that is affordable to the Company and fair to the executive. Base salaries are contractual and are reviewed annually; base salary increases, if any, are made based on the review of competitive salaries, as well as an evaluation of the individual officers responsibilities, job scope, and performance.
Discretionary Bonus. The Compensation Committee may recommend to the Board that annual bonuses be paid based on accomplishments that exceed expectations during the fiscal year. These bonuses are totally discretionary as to who will receive a bonus and the amount of any such bonus.
The Company believes that the salaries paid to its named executive officers are consistent with market rates, and the Company does not provide for equity-based compensation. The Compensation Committee bases its annual bonus considerations on each individuals performance within the executives sphere of responsibilities, and on the Companys overall performance as measured by net income. While total shareholder return factors into Compensation Committee discussions, annual bonus considerations are not tied to shareholder return.
11
Employee Stock Purchase Plan
All employees, including the named executive officers, are eligible to participate in the Companys Employee Stock Purchase Plan at levels determined by the Banks human resources department and commensurate with each employees salary level. The Board believes that by making shares of the Companys stock available to employees at a discounted price, employees become vested in the successful financial performance of the Bank and the Company.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has reviewed and discussed with management the annual audited financial statements of the Company and its subsidiary.
The Audit Committee has discussed with UHY, LLP, the independent auditors for the Company for 2023, the matters required to be discussed by Statement on Auditing Standards No.1301, Communications with the Audit Committee issued by the Public Company Accounting Oversight Board (PCAOB). In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by Rule3526, Communication with Audit Committees Concerning Independence, as adopted by the PCAOB and has discussed with the independent auditors the independent auditors independence.
The Audit Committee discussed and reviewed with the independent registered public accounting firm, who are responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States, their judgments as to the quality, not just the acceptability, of the Companys accounting principles and such other matters as are required to be discussed with the Audit Committee by Auditing Standard 1301: Communication with Audit Committees promulgated by the PCAOB.
Based on the foregoing review and discussions, the Audit Committee recommended to the Companys Board of Directors that the audited financial statements be included in the Companys Annual Report on Form10-K for the year 2023 for filing with the Securities and Exchange Commission.
| A udit Committee | |||
| Julie Mussog, Chair | Thomas Clocker | ||
| Frederick W. Kuethe III | Andrew Cooch | ||
PROPOSAL II -- AUTHORIZATION FOR APPOINTMENT OF AUDITORS
Selection of Auditors
UHY LLP, Certified Public Accountants (UHY) was the Companys independent auditing firm for the 2023 fiscal year. A representative of UHY is expected to be present at the Annual Meeting to respond to questions from stockholders and will have the opportunity to make a statement if he or she so desires. The Board of Directors recommends a vote FOR the proposal to ratify the Board of Directors authorization to accept the selection of the Audit Committee of UHY as the Companys outside auditing firm for the ensuing year.
Disclosure of Independent Auditor Fees
The following is a description of the fees billed to the Company by UHY during the years ended December31, 2023, and 2022:
Audit Fees . Audit fees include fees paid by the Company to UHY in connection with the annual audit of the Companys consolidated financial statements, and review of the Companys quarterly interim financial statements. Audit fees also include fees for services performed by UHY that are closely related to the audit and in many cases could only be provided by our independent auditors. Such services include consents related to SEC and other regulatory filings. The aggregate fees billed to the Company by UHY for audit services rendered to the Company for the years ended December31, 2023 and December31, 2022 totaled $90,444 and $102,428, respectively.
12
Audit Related Fees . Audit related services include accounting consultations and employee benefit plan audits. The aggregate fees billed to the Company by UHY for audit related services rendered to the Company for the years ended December31, 2023, and December31, 2022 totaled $7,400 and $14,300, respectively.
All Other Fees . The aggregate fees billed to the Company by UHY for all other services rendered to the Company for matters such as general consulting services and services in connection with annual and special meetings of stockholders for the years ended December31, 2023 and December31, 2022 totaled $12,382 and $4,011, respectively.
Approval of Independent Auditor Services and Fees
The Companys Audit Committee reviews all fees charged by the Companys independent auditors, and actively monitors the relationship between audit and non-audit services provided. The Audit Committee must pre- approve all audit and non-audit services provided by the Companys independent auditors and fees charged.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the Annual Meeting other than those matters described above in this proxy statement and matters incident to the conduct of the Annual Meeting. However, if any other matters should properly come before the Annual Meeting, it is intended that proxies in the accompanying form will be voted in respect thereof in accordance with the determination of a majority of the named proxies.
13
MISCELLANEOUS
The cost of soliciting proxies will be borne by the Company. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Common Stock. In addition to solicitations by mail, directors, officers and regular employees of the Company may solicit proxies personally or by telegraph or telephone without additional compensation, therefore.
The Companys 2023 Annual Report to Stockholders, including financial statements, has been mailed to all stockholders of record as of the close of business on the Record Date with this Proxy Statement. Any stockholder who has not received a copy of such Annual Report may obtain a copy by writing to the Secretary of the Company. Such Annual Report is not to be treated as a part of the proxy solicitation material or as having been incorporated herein by reference. A copy of the Companys Form10-K for the fiscal year ended December31, 2023 as filed with the Securities and Exchange Commission will be furnished without charge to stockholders as of the Record Date upon written request to Chief Financial Officer, Glen Burnie Bancorp, 101 Crain Highway, S.E., Glen Burnie, Maryland 21061.
STOCKHOLDER PROPOSALS
Any stockholder desiring to present a proposal at the 2025 Annual Meeting of Stockholders and wishing to have that proposal included in the proxy statement for that meeting must submit the same in writing to the Secretary of the Company at 101 Crain Highway, S.E., Glen Burnie, Maryland 21061, in time to be received by December7, 2024. The persons designated by the Company to vote proxies given by stockholders in connection with the Companys 2025 Annual Meeting of Stockholders will not exercise any discretionary voting authority granted in such proxies on any matter not disclosed in the Companys 2025 proxy statement with respect to which the Company has received written notice no later than February20 2025 that a stockholder (i)intends to present such matter at the 2025 Annual Meeting, and (ii)intends to and does distribute a proxy statement and proxy card to holders of such percentage of the shares of Common Stock required to approve the matter. If a stockholder fails to provide evidence that the necessary steps have been taken to complete a proxy solicitation on such matter, the Company may exercise its discretionary voting authority if it discloses in its 2025 proxy statement the nature of the proposal and how it intends to exercise its discretionary voting authority.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| Michelle Stambaugh | |
| SECRETARY |
Glen Burnie, Maryland
April 5, 2024
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1 U P X Mark here to vote FOR all nominees 01 - Andrew Cooch 02 - Mark C. Hanna 03 - Stanford D. Hess Mark here to WITHHOLD vote from all nominees For All EXCEPT - To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below. _____________________________________________________________________ Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03YW8B + + Please sign exactly as your name appears on the envelope in which this proxy was mailed. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Annual Meeting Proxy Card A Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposal 2. 1. To elect as directors all nominees listed below: 2. To authorize the Board of Directors to accept the auditors selected by the Audit Committee for the 2024 fiscal year. For Against Abstain 1234 5678 9012 345 M M M M M M M M M 6 0 8 6 0 1 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T MMMMMMMMMMMM M MMMMMMM If no electronic voting, delete QR code and control # ∆ ≈ 0 0 0 0 0 1 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Online Go to www.investorvote.com/GLBZ or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/GLBZ Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by May 6, 2024 at 11:59 P.M., EDT. Your vote matters – here’s how to vote! |
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Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/GLBZ 2024 ANNUAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned hereby constitutes and appoints John E. Demyan and Mark C. Hanna, or a majority of them, with full powers of substitution, as attorneys-in-fact and agents for the undersigned, to vote all shares of Common Stock of Glen Burnie Bancorp which the undersigned is entitled to vote at the Annual Meeting of Stockholders, to be held in person at The Bank of Glen Burnie, 101 Crain Highway, SE, Glen Burnie, MD 21061 for shareholders, on Thursday, May 9, 2024 at 2:00 P.M., Eastern Time (the “Annual Meeting”), and at any and all adjournments thereof, as indicated below and as determined by a majority of the named proxies with respect to any other matters presented at the Annual Meeting. The Board of Directors recommends a vote “FOR” the election of the nominees listed. The Board of Directors recommends a vote "FOR" the Authorization to Select the Auditors. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE ABOVE NOMINEES AND FOR ALL PROPOSALS. IF ANY OTHER BUSINESS IS PROPERLY PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE NAMED PROXIES. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING. Should the above signed be present and elect to vote at the Annual Meeting or at any adjournment thereof and after notification to the Secretary of the Company at the Annual Meeting of the stockholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. The above signed hereby revokes any and all proxies heretofore given with respect to the shares of Common Stock held of record by the above signed. The above signed acknowledges receipt from the Company prior to the execution of this proxy of notice and a proxy statement and a 2023 Annual Report to stockholders for the annual meeting. IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED PLEASE ACT PROMPTLY SIGN, DATE MAIL YOUR PROXY CARD TODAY REVOCABLE PROXY — GLEN BURNIE BANCORP q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Change of Address — Please print new address below. Comments — Please print your comments below. C Non-Voting Items + + IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD IN PERSON ON Thursday, May 9, 2024 2:00 P.M. Eastern Time at The Bank of Glen Burnie, 101 Crain Highway, SE, Glen Burnie, MD 21061. THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT: www.edocumentview.com/GLBZ |
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1UPX Mark here to vote FOR all nominees 01 - Andrew Cooch 02 - Mark C. Hanna 03 - Stanford D. Hess Mark here to WITHHOLD vote from all nominees For All EXCEPT - To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below. _____________________________________________________________________ Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03YW9A + + Please sign exactly as your name appears on the envelope in which this proxy was mailed. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Annual Meeting Proxy Card A Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposal 2. 1. To elect as directors all nominees listed below: 2. To authorize the Board of Directors to accept the auditors selected by the Audit Committee for the 2024 fiscal year. For Against Abstain MMMMMMMMM 575305 MMMMMMMMMMMM |
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2024 ANNUAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned hereby constitutes and appoints John E. Demyan and Mark C. Hanna, or a majority of them, with full powers of substitution, as attorneys-in-fact and agents for the undersigned, to vote all shares of Common Stock of Glen Burnie Bancorp which the undersigned is entitled to vote at the Annual Meeting of Stockholders, to be held in person at The Bank of Glen Burnie, 101 Crain Highway, SE, Glen Burnie, MD 21061 for shareholders, on Thursday, May 9, 2024 at 2:00 P.M., Eastern Time (the “Annual Meeting”), and at any and all adjournments thereof, as indicated below and as determined by a majority of the named proxies with respect to any other matters presented at the Annual Meeting. The Board of Directors recommends a vote “FOR” the election of the nominees listed. The Board of Directors recommends a vote "FOR" the Authorization to Select the Auditors. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE ABOVE NOMINEES AND FOR ALL PROPOSALS. IF ANY OTHER BUSINESS IS PROPERLY PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE NAMED PROXIES. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING. Should the above signed be present and elect to vote at the Annual Meeting or at any adjournment thereof and after notification to the Secretary of the Company at the Annual Meeting of the stockholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. The above signed hereby revokes any and all proxies heretofore given with respect to the shares of Common Stock held of record by the above signed. The above signed acknowledges receipt from the Company prior to the execution of this proxy of notice and a proxy statement and a 2023 Annual Report to stockholders for the annual meeting. IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED PLEASE ACT PROMPTLY SIGN, DATE MAIL YOUR PROXY CARD TODAY REVOCABLE PROXY — GLEN BURNIE BANCORP q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q |
