Date of Report (Date of earliest event reported):  November 29, 2022

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

●

Add a provision requiring that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white (change to Article II, Section 2.8).

●

Enhance the procedural mechanics and disclosure requirements relating to director nominations made by shareholders, including by requiring:

o

Certain additional background information, disclosures, and representations regarding shareholders making a director nomination and the director nominee, including in respect of Rule 14a-19 under the Exchange Act (changes to Article II, Section 2.13(a));

o

Any notice of a director nomination be accompanied by a completed written questionnaire with respect to the background and qualifications of the nominee, and that the questionnaire be in the form required by the Bancorp (change to Article II, Section 2.13(a));

o

Any shareholder submitting a director nomination make a representation as to whether such shareholder intends to solicit proxies in support of director nominees other than the Bancorp’s nominees in accordance with Rule 14a-19 under the Exchange Act (change to Article II, Section 2.13(a));

o

Any shareholder submitting a director nomination who intends to solicit proxies in support of director nominees other than the Bancorp’s nominees in accordance with Rule 14a-19 under the Exchange Act make a representation obligating the shareholder to inform the Bancorp, within two business days, of any change to such intent and any failure of the shareholder to comply with the requirements of Rule 14a-19(a)(2) under the Exchange Act, and a requirement that any shareholder that has provided notice pursuant to Rule 14a-19(b) under the Exchange Act provide, no later than five business days prior to the applicable meeting, reasonable evidence that the requirements of Rule 14a-19(a)(3) under the Exchange Act have been satisfied (new Section 2.13(b) of Article II); and

o

The Bancorp disregard the nomination of director nominees other than the Bancorp’s nominees and not hold a vote on the election of such nominees (notwithstanding that proxies in respect of such vote may have been received by the Bancorp) if, after a shareholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such shareholder subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or (3) under the Exchange Act or fails to timely provide reasonable evidence sufficient to satisfy the Bancorp that such requirements of Rule 14a-19 have been satisfied (new Section 2.13(b) of Article II).

3.1

Date:  December 2, 2022

By:

/s/ Peymon S. Torabi

Printed Name: Peymon S. Torabi

Title: Executive Vice President, Chief Financial Officer

  and Treasurer