Item 3.01. Notice of Failure to Satisfy a Continued Listing Rule or Standard.
On June 23, 2014, Bryn Mawr Bank Corporation (the "Company"), parent of The Bryn Mawr Trust Company (the "Bank"), received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") in response to the Company's previously disclosed notification, dated June 10, 2014, regarding an inadvertent oversight which led to the Company's non-compliance with Nasdaq Listing Rule 5635(c). The letter set forth Nasdaq's determination that the Company was not in compliance with Rule 5635(c) when it issued an aggregate of 6,626 shares to directors Lees, Murdoch, Guthrie, McKee, Gilbert and Johnson (the "affected directors") as part of their annual retainer fees which were not part of a shareholder approved plan as required by Rule 5635(c) (the "Shares"). Nasdaq has granted the Company an extension of time to regain compliance with Rule 5635(c). As previously proposed by the Company in its notice to Nasdaq, the Company intends to regain compliance with Rule 5635(c) by submitting for shareholder approval at a special meeting a new equity compensation plan to retroactively cover the issuance of the Shares (the "Plan"). To the extent the Plan is not adopted and approved by the Company's shareholders prior to the Nasdaq deadline, the Company will cancel the Shares, and will not issue new shares to directors in connection with their retainer fees until a plan that would cover such shares is adopted and approved by the Company's shareholders in accordance with Rule 5635(c).
The Company also intends to enter into agreements with the affected directors whereby the affected directors will agree not to (i) vote the Shares at any meeting of shareholders for the Company, (ii) participate in any dividends or other financial benefits of the Shares, or (iii) sell or otherwise dispose of the Shares, in each case unless and until the issuance of the Shares meets the requirements of Rule 5635(c).
The Company's non-compliance with respect to the Shares was wholly inadvertent, and the Company looks to regain compliance at the earliest opportunity.
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