SEC Comment Letter for SHORE BANCSHARES INC (SHBI) (CIK 0001035092) (SHBI) — Jul 15, 2011
SHORE BANCSHARES INC (SHBI) (CIK 0001035092)
Date: July 15, 2011 · CIK: 0001035092 · Accession: 0000000000-11-043174
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File numbers found in text: 000-22345
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July 15, 2011
Via Email
Mr. W. Moorehead Vermilye Chief Executive Officer Shore Bancshares, Inc. 181 East Dover Street Easton, Maryland 21601
Re: Shore Bancshares, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 15, 2011 Definitive Proxy Statement on Schedule 14A Filed March 24, 2011 File No. 000-22345
Dear Mr. Vermilye:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2010
Part III
General
1. We note that much of the disclosure requi red by Part III has been incorporated by
reference to your definitive pr oxy statement. Please refer to Rule 12b-23 which states
that “[m]aterial incorporated by reference shall be clearly identified in the reference by … caption or otherwise.” Please revise your disc losure in future filings to more clearly
identify the source of the ma terial that you are incorpor ating by reference into your
annual report.
Mr. W. Moorhead Vermilye Shore Bancshares, Inc. July 15, 2011 Page 2
Exhibits 31.1 and 31.2
2. We note that paragraphs 2, 3, 4 and 5 of your certifications included as Exhibits 31.1 and
31.2 to the Form 10-K contain modifications of the exact form of certification as set forth
in Item 601(b)(31) of Regulation S-K. For ex ample, the certifications include references
to the “annual report” rather than referring to only the “report”. In future filings, please
ensure that the certifications are in the exact form as set forth in Item 601(b)(31) of
Regulation S-K, except as otherwise indica ted in Commission statements or staff
interpretations.
Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis, page 14
3. Please tell us, and please describe in future filings, how you considered the results of the
2010 shareholder advisory vote on executive compensation when determining your 2011
executive compensation. Please refer to Item 402(b)(1)(vii) of Regulation S-K.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
Please contact Erin Purnell at (202) 551-3454 or me at (202) 551-3698 with any
questions.
Sincerely,
/s/Mark Webb
Mark Webb Legal Branch Chief