Bancorp, Inc.

8-K · THE BANCORP, INC. FORM 8-K

0001295401

 2026-05-27
 2026-05-27

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 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

  

 Date of Report (Date of earliest event reported):
 May 27, 2026  

  

 The Bancorp, Inc.  

 (Exact name of registrant as specified in its charter)

  

 Commission File Number: 000-51018

  

 Delaware
  
 23-3016517  

 (State or other jurisdiction of
  
 (IRS Employer

 incorporation)
  
 Identification No.)

  

 409 Silverside Road

 Wilmington , DE 19809

 (Address of principal executive offices, including
zip code)

  

 302 - 385-5000  

 (Registrant’s telephone number, including area
code)

  

 (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))

  

 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, par value $1.00 per share
  
 TBBK
  
 Nasdaq Global Select

  

  

 Indicate by check mark whether the registrant is an emerging growth company
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 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. [_]

  

  

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

  

 The final results of the proposals submitted to
a vote of stockholders at the annual meeting of stockholders of The Bancorp, Inc. (the “Company”) held on May 27, 2026 (the
“Annual Meeting”) are as follows:

  

 Proposal No. 1: The stockholders approved the
election of each of the ten director nominees to serve for a one-year term, expiring at the 2027 annual meeting of stockholders or until
their respective successors are elected and qualified, by the votes set forth below.

  

 Nominees
 Votes For
 Votes Against
 Abstentions
 Broker Non-Votes

  
  
  
  
  
  
  

 Dwayne L. Allen
 35,648,223
  
 145,475
  
 21,022
 2,455,867

 Todd J. Brockman
 35,635,494
  
 158,703
  
 20,523
 2,455,867

 Matthew N. Cohn
 34,773,482
  
 1,019,713
  
 21,525
 2,455,867

 Cheryl D. Creuzot
 33,643,246
  
 1,328,874
  
 842,600
 2,455,867

 Hersh Kozlov
 35,417,572
  
 374,441
  
 22,707
 2,455,867

 Damian M. Kozlowski
 35,333,054
  
 461,408
  
 20,258
 2,455,867

 William H. Lamb
 34,653,593
  
 1,140,105
  
 21,022
 2,455,867

 James J. McEntee III
 34,957,181
  
 836,014
  
 21,525
 2,455,867

 Stephanie B. Mudick
 35,638,529
  
 155,168
  
 21,023
 2,455,867

 Mark E. Tryniski
 35,666,505
  
 127,691
  
 20,524
 2,455,867

  

 Proposal No. 2: The stockholders approved, on
an advisory, non-binding basis, the compensation paid to the Company’s named executive officers for the fiscal year ended December
31, 2025, by the votes set forth below.

  

 Votes For
  
 Votes Against
  
 Abstentions
  
 Broker Non-Votes

 34,569,859
  
 1,220,698
  
 24,163
  
 2,455,867

  

 Proposal No. 3: The stockholders ratified on an
advisory, non-binding basis, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2026, by the votes set forth below.

  

 Votes For
  
 Votes Against
  
 Abstentions
  
 Broker Non-Votes

 38,117,666
  
 121,595
  
 31,326
  
 0

  

  

  

  

  

  

  

  

 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.

  

 Date: June 1, 2026
 The Bancorp, Inc.

  
  
  

  
 By:
 /s/ Erika Caesar     

  
 Name:
 Erika Caesar   

  
 Title:
 General Counsel and Corporate Secretary