TowneBank : Form 8-K~Current Report

FEDERAL DEPOSIT INSURANCE CORPORATION

WASHINGTON, D.C. 20429

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OF

THE SECURITIES EXCHANGE ACT OF 1934

February 28, 2024

Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)

(757) 638-7500

(Registrant's telephone number, including area code)

No Change

(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:

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2024, TowneBank appointed Dr. Sachin Shetty to its Board of Directors effective March 1, 2024. TowneBank has not yet determined the committees of the Board of Directors to which he will be named. Dr. Sachin Shetty will be compensated in the same manner as the other directors of TowneBank.

On March 5, 2024, TowneBank issued a press release reporting the appointment of Dr. Sachin Shetty to its Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

1. Exhibits.

The following exhibit is filed herewith:

Exhibit No. Description

99.1 Press release, dated March 5, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

News Release

For more information, contact:

1. Robert Aston, Jr., Executive Chairman, 757-638-6780 Sara Jo Rubin, Rubin Communications Group, 757-456-5212

Investor contact:

William B. Littreal, Chief Financial Officer, 757-638-6813

FOR IMMEDIATE RELEASE

SACHIN SHETTY, PH.D., JOINS TOWNEBANK

CORPORATE BOARD OF DIRECTORS

Suffolk, VA., March 5, 2024 - TowneBank (Nasdaq: TOWN) is pleased to announce that TowneBank has appointed Sachin Shetty, Ph.D., to its Board of Directors.

Dr. Shetty is an Executive Director for the Center for Secure and Intelligent Critical Systems and Professor with the Electrical and Computer Engineering Department at Old Dominion University, where he leads a research team focused on developing and integrating secure and intelligent technologies designed to ensure safe, reliable, and resilient critical infrastructure. Dr. Shetty, whose research interests lie at the intersection of computer networking, network security and machine learning, has published over 300 research articles. Dr. Shetty received his Ph.D. in Modeling and Simulation from ODU, his Master of Science in Computer Science from the University of Toledo, and a Bachelor's degree in Computer Engineering from Mumbai University. He resides in Chesapeake with his family.

"TowneBank is honored to welcome Dr. Shetty to our Corporate Board of Directors," said William I. "Billy" Foster III, TowneBank president and chief executive officer. "As part of the board's commitment to provide governance and oversight for TowneBank and our family of companies, his extensive expertise in cybersecurity and data privacy will make him a key contributor to our risk management and modeling strategies. We look forward to having him on board."

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Founded in 1999, TowneBank is a company built on relationships, offering a full range of banking and other financial services, with a focus of serving others and enriching lives.

Dedicated to a culture of caring, Towne values all employees and members by embracing their diverse talents, perspectives, and experiences.

Now celebrating 25 years, TowneBank operates 50 banking offices throughout Hampton Roads and Central Virginia, as well as Northeastern and Central North Carolina - serving as a local leader in promoting the social, cultural, and economic growth in each community. Towne offers a competitive array of business and personal banking solutions, delivered with only the highest ethical standards. Experienced local bankers providing a higher level of expertise and personal attention with local decision-making are key to the TowneBank strategy. Towne has grown its capabilities beyond banking to provide expertise through its affiliated companies that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices RW Towne Realty, Towne 1031 Exchange, and Towne Vacations. With total assets of $16.84 billion as of December 31, 2023, TowneBank is one of the largest banks headquartered in Virginia.

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