Unassociated Document
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) January
24, 2006
FIRST
MARINER BANCORP
(Exact
name of Registrant as specified in Charter)
|
Maryland
|
000-21815
|
52-1834860
|
|
(State
or other Jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
3301
Boston Street, Baltimore, MD 21224
(Address
of Principal Executive Offices/Zip Code)
Registrant's
telephone number, including area code: (410)
342-2600
Not
Applicable
(Former
name or former address of Registrant, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
1.01 Entry into a Material Definitive Agreement
In
accordance with the “Frequently Asked Questions” bulletin posted by the staff of
the Division of Corporation Finance of the Securities and Exchange Commission
on
November 23, 2004, we are disclosing the following information that the
Securities and Exchange Commission may deem to be material definitive agreements
with our directors and executive officers.
Board
Fees.
On
January 24, 2006, the Board of Directors of First Mariner Bancorp (the
“Company”), on the recommendation of the compensation committee of the Board,
approved certain changes to compensation paid for regular Board and Board
committee meetings.
Directors
will receive $1,500 (previously $1,000) for each Board meeting attended, $1,500
(previously $1,000) for each committee meeting attended not on the same day
as a
Board meeting. The members of the Audit Committee receive $2,500 (previously
$2,000) for each Audit Committee attended. These fee increases will take effect
after the election of directions at the Company’s annual meeting of stockholders
to be held in May 2006. A copy of the Board Policy for compensation paid to
non-employee directors is filed as Exhibit 10.1
Bonuses
The
performance criteria that will be applied to determine the target cash payout
under the 2006 Executive Bonus Plan was established for the Chief Executive
Officer and other executive officers. The key performance measure for the
plan
is net income. Under the Plan, incentive awards were established to begin
at an
increase from 2005’s earnings of 7.3%, where payouts would begin at 20% of base
salary for the Chief Executive Officer, and 10% of base salary for other
Executive Officers. Payouts under the plan would increase on a pro-rata basis
to
100% of base salary for the Chief Executive Officer and 50% of base salary
for
other Executive Officers upon attainment of an earnings increase over 2005
of
31.6%.
Item
2.02 Results of Operations and Financial Condition
On
January 24, 2006, the Registrant issued a press release reporting its financial
results for the year and period ended December 31, 2005. A copy of this press
release is being furnished as Exhibit 99.1 and is incorporated by reference
into
Item 2.02.
The
information in this Item 2.02 is being furnished and shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act"), or otherwise subject to the liabilities of that Section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, regardless of any general incorporation
language in such filing.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits.
10.1 Description
of Board Fees
99.1 Press
release dated January 24, 2006 (furnished herewith)
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.
| |
|
|
| |
FIRST
MARINER BANCORP |
|
|
|
| Date: January
30, 2006 |
By: |
/s/ Joseph
A. Cicero |
| |
Joseph
A. Cicero |
| |
President
and Chief Operating Officer |
EXHIBIT
INDEX
Exhibit
Number
Description
of Exhibit
10.1 Description
of Board Fees
99.1 Press
release dated January 24, 2006 (furnished herewith)