Glen Burnie Bancorp (GLBZ)
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At close: May 8, 2026
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AGM 2022

May 12, 2022

Operator

Hello, and welcome to the annual meeting of stockholders of Glen Burnie Bancorp. Please note that today's meeting is being recorded. During the meeting, we'll have a question and answer session. You can submit questions or comments anytime by clicking on the message icon if you have registered for the meeting using the control number from the stockholder meeting notice. It is now my pleasure to turn today's meeting over to John E. Demyan, Chairman of the Board for Glen Burnie Bancorp. Mr. Demyan, the floor is yours.

John E. Demyan
Chairman of the Board, Glen Burnie Bancorp

Good afternoon, and welcome to the 2022 annual virtual meeting of the stockholders of Glen Burnie Bancorp. Glen Burnie Bancorp, of course, is the holding company for The Bank of Glen Burnie. I am John E. Demyan, chairman of the company, and I thank you for joining us today. In accordance with our bylaws, I will act as the chairman of this annual meeting. Also joining us is Mr. John Long, President and Chief Executive Officer, Michelle Stambaugh, the company's corporate secretary, who will act as the secretary and moderator for this annual meeting, and Mr. Jeffrey Harris, the company's treasurer. Members of your board of directors who are joining us today are Andrew Cooch, Thomas Clocker, Stanford Hess, Frederick W. Kuethe, III, John Long, Charles Lynch, Jr., Julie Mussog, Joan M. Rumenap, and Mary- Louise Wilcox.

Also joining us for this meeting are the senior officers of the bank, Andrew Hines, Executive Vice President and Chief Lending Officer, Jeffrey Harris, Senior Vice President and Chief Financial Officer, Donna Smith, Senior Vice President and Director of Branch and Deposit Operations, Michelle Stambaugh, Senior Vice President and Director of Human Resources, and Jan Meister, Senior Vice President and Director of Information Technology. Thank you. Present today are representatives of the company's auditors, UHY LLP, and Hillel Tendler of Neuberger, Quinn, Gielen, Rubin & Gibber P.A., the company's outside counsel.

While our annual meeting is a legal requirement at and is the time when you, as the owners of the company and bank, have an opportunity to meet face to face with your elected board and executives who lead the company and bank, ongoing health and safety concerns related to COVID-19 have made us take a conservative approach again this year. Like many other companies, we have opted to meet remotely over the Internet again this year. While Michelle will act as the moderator of this meeting, and as I will explain in a moment, you will have the opportunity to submit your questions for our CEO. This meeting format does not allow for the usual give and take, which has become so much a part of our culture and our company at our annual meetings.

As such, this year's meeting will be limited to conducting our important business outlined in the proxy statement and hearing from our CEO as to the state of our bank and company. Stockholders who have joined the meeting using the control number of the stockholders meeting notice or legal proxy obtained through your broker may enter questions in the area at the bottom of your screen, which we will try to address during the course of this meeting. We will now proceed to the business portion of our agenda. The secretary has received a certified list of the company's stockholders who are entitled to vote at the annual meeting with their addresses and the number of shares held by each at the close of business on March 24, 2022, the voting record date for this annual meeting.

The secretary is directed to include the certification of documents attached as an exhibit to the minutes of the annual meeting. I have previously received a certificate from the secretary certifying stockholders meeting notice, proxy statement, and annual report were mailed on or about April 4, 2022 to each stockholder of record as of the close of business on March 24, 2022. Therefore, I declare the annual meeting has been duly called. The secretary is directed to include the certificate with the documents attached as an exhibit to the minutes of the annual meeting. In accordance with Article Sixteen of the company's bylaws, Roy Geiser and Quinn Dietrich with the auditing firm of UHY LLP have been appointed to act as inspectors of elections at the annual meeting and any adjournments thereof.

The Inspector of Elections is responsible for determining the number of votes and the tabulation of votes, the validity of proxies, the number of votes represented in person or by proxy. The Inspector of Elections has taken an oath to faithfully execute their duties to the best of their abilities with strict impartiality. The secretary is directed to include the oath of Inspectors of Elections as an exhibit to the minutes of the annual meeting. The secretary has previously delivered to the Inspector of Elections the list of stockholders and all proxies which have been received. The company's bylaws provide that at least a majority of the outstanding shares entitled to vote, represented in person or by proxy, is a quorum for the meeting of stockholders.

According to the company's records, there were 2,856,257 shares of common stock outstanding as of the record date. The Secretary has certified that there are substantially more than a majority of such shares present by proxy. The inspector is making an exact count and will submit a formal report of the number of shares that are present or represented during the course of the meeting. Based on the preliminary count, I declare that a quorum is present and that the annual meeting is lawfully convened and may proceed to transact business subject to the confirmation of the quorum by the inspector. At this time, the President and Chief Executive Officer, John Long, will report on the company's financial condition and on the bank's performance during the 2021 fiscal year. We will then address questions submitted by the stockholders. John?

John Long
President and CEO, Glen Burnie Bancorp

Thank you, John. Throughout 2021, and still today, we continue to focus on responding to the top-to-bottom assessment we began in 2016, shortly after my arrival at The Bank of Glen Burnie. We have largely completed our efforts to reposition our bank in terms of our retail and business loan and deposit product offerings. We are pleased to report that these products are now more in line with modern banking industry, enabling us to be more competitive in our market. We know this process is continuous. We are in a very dynamic period. To be successful, we must anticipate changes in our customer demands, market competition, and be prepared to respond. Our goal is to make The Bank of Glen Burnie the best it can be for our customers, our staff, and our investors.

We constantly seek to identify strengths and weaknesses across all areas, and we could not be prouder of the hardworking teams at the bank across all departments. Their dedication and commitment to delivering quality products and outstanding customer service has allowed us to move forward with the implementation of crucial new product and technology initiatives that have made The Bank of Glen Burnie an even better bank to conduct business with. Today, we find ourselves ready to leverage our efforts over the past five years and start capitalizing on our strengths. The balance sheet is positioned to benefit from a rising interest rate environment with excess liquidity and capital to grow the bank with even higher margin loans, given our asset-sensitive asset-liability position.

On the retail consumer side, we have expanded critical digital and online channels to reach consumers more readily at home or on the go, allowing customers to securely transact business outside the traditional branch-centered environment. Now, more important than ever, these new products offer our customers a safe, convenient way to conduct financial business. Now, we proudly offer Zelle, a widely used and well-known person-to-person payment platform. Last year, we made mobile deposits available to our consumer deposit accounts, enabling customers to make check deposits easily and securely using the camera on their smartphone, along with our personal mobile banking app.

We have enhanced our online bill pay options and introduced BOGB Card Control, a new app that works in tandem with our personal mobile banking app to provide an added layer of security that protects against fraud and helps our retail customers manage their debit cards on the go by locking lost cards or even setting geographic category and spending controls. On the commercial side, we offer remote deposit capture to our business customers, as well as enhanced business online banking functionality. This allows us the ability to bank business customers in Anne Arundel County that are not near our eight-branch delivery channel. In essence, we can bank and capture deposits at the client's place of business, allowing us to expand our footprint in the Anne Arundel County market.

Our marketing efforts have been consistent, and we continue to serve both older and younger demographic groups with high service levels in our branch locations, and we are encouraging an increased outreach through digital media channels that continue to drive volume and increase traffic to our website. In fact, just yesterday, we launched a newly refreshed and redesigned website, which we're extremely excited about. The new website brings a modern, fresh, and interactive design to our branding efforts that better highlight our new product offerings and will significantly improve the user experience and drive user engagement. Our marketing budget remains focused on a more targeted approach with increased use of digital outreach and less reliance on print and mass media advertising.

We strive to use our marketing outreach to drive customers to key product links and to communicate key information through our newly enhanced website. Our new digital banking toolkit, part of our online education center, puts all our newly developed digital banking products in one central location on our website for easy access. Online loan application portals are now available within the toolkit and are linked within the product's specific pages. These loan application portals allow customers to apply for home, vehicle, boat, recreational vehicle, and personal loans right from the bank's website at their convenience. In turn, we anticipate that this will drive loan volume and increase the accessibility of our lending team. I wish to highlight that we released first quarter 2022 results earlier last week, and we were pleased with our progress.

We promised, and now we have delivered numerous product enhancements and repositioned several products. We are pleased to report that our revamped technology platform to a more outsourced model continues to serve us well. These moves have provided more cost efficiencies and provide enhanced regulatory compliance in our daily business operations. We continue to hold true our key values and initiatives. We do not expect to change our key values. Old-fashioned customer service is our DNA. We need to know that our customer's needs and wants and do the best to constantly improve, which drives the efforts to improve our customer service. We know that community service will remain part of this DNA. Employees are actively involved in their places of worship, chambers of commerce, service organizations or recreational council sport teams for our youth. Providing services that customers want to use is also part of this DNA.

Our customers wanted mobile and digital products. We advanced the technology to deliver them. We will lend actively and prudently, supporting the businesses and consumers in our market, ensuring that the quality of our portfolio remains a high priority. All this requires constant attention and change. Our executive team is engaged and vigorous. Our customer-facing staff is focused on the customer and have a clear feedback loop, which takes information about the customer and gets it to the executive who's responsible for the service. We are continually improving and constantly assessing our information systems to advance and keep up with the times. We have a loyal and dedicated staff, many with over 20 years at this bank. We enjoy a great tradition and reputation. The Bank of Glen Burnie has been rooted in northern Anne Arundel County since 1949, over 73 years.

We have a supportive board that embraces the shareholders' goals. We are well capitalized, and our asset quality is good. Most importantly, we have a fantastic market in which to operate with a great customer base. In short, given our strong foundation, our future is bright with proper execution. At last year's annual meeting, I concluded my remarks by emphasizing that your board of directors has charged our management team to deliver results. This stands true today. It's imperative that we provide a market return to our shareholders by providing income growth achieved by appropriate loan and deposit growth and greater emphasis on fee income services, all while being mindful of improving our cost efficiency. Thank you for your continued support of the Bank of Glen Burnie and Glen Burnie Bancorp.

I can assure you that the employees, management, and your board of directors are striving our utmost to be excellent stewards of your investment in our great community bank, the Bank of Glen Burnie.

John E. Demyan
Chairman of the Board, Glen Burnie Bancorp

At this time, we will answer questions submitted by the stockholders.

Michelle R. Stambaugh
SVP, Corporate Secretary, and Director of Human Resources, Glen Burnie Bancorp

Jack, there are no questions at this time.

John E. Demyan
Chairman of the Board, Glen Burnie Bancorp

Okay, thank you. At this time, we will move then to the matters to be voted on by the stockholders. If you have already voted online or by proxy, you need not vote during the annual meeting. The first item to be voted on during this annual meeting is to elect three directors of the company to serve. Each to serve a three-year term until 2025 and until their successors are elected and qualified. The following individuals have been nominated for election by the company's board of directors: Thomas Clocker, Julie Mussog, Joan M. Rumenap. Each stockholder is entitled to cast one vote for each share of common stock held as of the record date.

Under Maryland General Corporation Law, directors are elected by a plurality of the shares present or by proxy and entitled to vote on the election of directors and cast at a meeting at which a quorum is present. Cumulative voting is not permitted in the election of the company's directors. We will usually ask a stockholder to place the board's candidates into nomination. This year, the chair hereby places the board's candidates into nomination, and these nominations are automatically seconded by the board. The second item to be voted on is the vote to authorize the company's board to ratify the acceptance by the board of directors of the selection of the audit committee of an outside auditing firm for the 2022 fiscal year.

Once again, the chair hereby moves to authorize the company's board to ratify the acceptance of auditors by the audit committee for the 2022 fiscal year. This motion is automatically seconded by the board. This year we have two non-binding items also to be voted on. As mandated by Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the company is required to seek an advisory non-binding stockholder vote on the compensation of named executive officers as disclosed in the proxy statement. This item, commonly known as say-on-pay, gives the company's stockholders the opportunity to endorse or not endorse the company's executive pay program and policies.

Because the vote of this proposal is advisory, it will not be binding on the board and may not be construed as overruling a decision by the board nor to create or imply any fiduciary duty by the board. However, the Employee Compensation and Benefits Committee and the board will take into account the outcome of the vote when considering future executive compensation arrangements. The chair this year hereby places the following resolution into nomination, and the following resolution is automatically seconded by the board. Resolved that the stockholders approve the compensation of the named executive officers as disclosed in the compensation tables and related materials in the proxy statement distributed in connection with this meeting. Now we go to the advisory vote on the frequency of holding future advisory votes on named executive officers compensation.

The second of the proposals mandated by the Dodd-Frank Act is sometimes referred to as Say on frequency. On this proposal, the company is seeking an advisory non-binding stockholder vote on how often the stockholders would like the opportunity to have Say on pay. To have the Say on pay vote, stockholders have the opportunity to vote whether Say on pay vote should be submitted to stockholders every year, every two years, or every three years. Here again, your vote is advisory. It will not be binding on the company. However, the Employee Compensation and Benefits Committee and the board will take into account the outcome of the vote when considering the frequency of future stockholder advisory votes on executive compensation. The board and the Employee Compensation and Benefits Committee value the input of stockholders of the company's compensation policies. Compensation practices rather.

However, they also believe that a three-year cycle would give shareholders, management, and the Employee Compensation and Benefits Committee time to evaluate the effectiveness of the company's executive compensation on long-term company performance. A three-year cycle would also provide the company with sufficient time to thoughtfully respond to the stockholders input and to implement any appropriate changes to our executive compensation program and to evaluate the results of the changes before the next stockholders advisory vote. Therefore, after careful consideration, the board and Employee Compensation and Benefits Committee believe that a three-year review of the executive officer's compensation is in the best interest of the stockholders and the company.

The Chair this year places the following motion to submit the advisory vote on executive compensation once every three years to the stockholders and is automatically seconded by the board. We will now move on to the voting. I now declare the polls open for voting. If you have entered the meeting using the control number on the stockholders' stockholder meeting notice and wish to vote at this time, you may do so now. It is not necessary to vote again if you've already voted prior to the meeting, unless you wish to change your vote. Michelle Stambaugh, is anyone voting now?

Michelle R. Stambaugh
SVP, Corporate Secretary, and Director of Human Resources, Glen Burnie Bancorp

No.

John E. Demyan
Chairman of the Board, Glen Burnie Bancorp

If you've already voted prior to the meeting, unless you desire to change your vote. Let's see. At this time, I declare the polls closed. No further voting is permitted. No voting instructions will be considered or accepted by the Inspector of Elections. I call upon Roy Geiser, our Inspector of Elections, to read the certificate report of the Inspector of Elections. Mr. Geiser.

Roy Geiser
Partner, UHY LLP

Hello. Glen Burnie Bancorp certificate and report of Inspector of Elections. The undersigned, Roy Geiser and Quinn Dietrich, duly appointed as Inspector of Elections for the 2022 virtual annual meeting of stockholders of Glen Burnie Bancorp, the company, hereby certify that, one, the 2022 virtual annual meeting of stockholders of the company was called to order at 2:00 P.M. on Thursday, May 12, 2022 at The Bank of Glen Burnie, 101 Crain Highway, Glen Burnie, Maryland. Number two, according to the certified list of stockholders presented to us at the annual meeting, there were outstanding on March 24, 2022, the record date and entitled to vote at the annual meeting, 2,856,257 shares of the common stock of the company.

Number three, represented at the annual meeting in person or by proxy were 2,118,324 shares of common stock, representing 74.16% of the total votes eligible to be cast, constituting more than a majority of the outstanding shares entitled to vote. Number four, we inspected the signed proxies and ballots used at the annual meeting and found the same to be in proper form. Number five, the following is a record of the votes cast in the election of directors of the company. Thomas Clocker, shares for 1,111,876. Shares withheld, 41,052. Julie Mussog, shares for 1,125,430. Shares withheld, 27,498.

Joan M. Rumenap shares for 1,126,540. Shares withheld, 26,388. Moving on to number six. The following is a record of the votes cast to authorize the board of directors to accept the auditor selected by the audit committee for the 2022 fiscal year. Number of shares for, 2,116,827. That's 99.93% of the votes. Against, 292 shares, 0.01% of the votes. Abstained, 1,205, which is 0.06% of the votes. Number seven, the following is a record of the votes cast for the non-binding resolution approving the compensation of the executive officer.

Number of shares for, 1,073,898, which is 50.7% of the votes. Number of shares against, 48,014, which is 2.3% of the votes. Number of shares for abstained is 31,016, which is 1.5% of the votes. Number eight, the following is a record of the votes cast for the non-binding vote of the frequency of stockholders' vote on the compensation of executive officers. One year, number of shares voted for one year is 274,086, which is 12.9% of the votes. Number of shares voted for two years is 45,717, which is 2.2% of the vote.

The number of shares voted for three years is 810,661, which is 38.3% of the vote. In witness whereof we have executed this certificate and reported this twelfth day of May 2022.

John E. Demyan
Chairman of the Board, Glen Burnie Bancorp

Thank you, Mr. Geiser. The certificate and report of the Inspector of Elections confirms that, one, a quorum is and has been in attendance at the annual meeting for all purposes. Two, that Thomas Clocker, Julie Mussog, and Joan M. Rumenap have been duly elected as directors of the company, each to serve a three-year term. Three, that the acceptance by the board of directors of the selection of the audit committee of an outside firm for the 2022 fiscal year has been ratified. Four, that a non-binding vote on the executive compensation is approved. Five, the advisory votes on the executive compensation has been approved for once every three years.

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