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): ~~June~~July 2226, 2023

Partners Bancorp

(Exact name of registrant as specified in its charter)

Maryland	001-39285	52-1559535
(State or other jurisdiction	(Commission file number)	(IRS Employer
of incorporation)		Identification No.)

2245 Northwood Drive, Salisbury, Maryland 21801

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (410) 548-1100

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 (See General Instruction A.2. below):

	¨	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PTRS	Nasdaq Capital Market

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 13(a) of the Exchange Act. ¨

Item 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

On ~~June 22~~July 26, 2023, Partners ~~Bancorp (the “Company”)~~ ~~held a special meeting of the Company~~Bancorp’s ~~stockholders~~board ~~(the~~of ~~“Special~~directors ~~Meeting”).~~declared ~~There~~a ~~were~~cash ~~17,985,577~~dividend ~~shares~~ of ~~the~~$0.04 ~~Company’s common~~per ~~stock~~share, ~~outstanding~~payable on ~~the record date and entitled to vote at the Special Meeting~~August 17, ~~and 14~~2023,~~722,173~~ ~~shares~~to ~~were~~holders ~~represented~~of ~~in person~~record orof byits ~~proxy,~~common ~~which~~stock ~~constituted~~as aof ~~quorum~~the toclose ~~conduct~~of business aton ~~the~~August 10, ~~Special Meeting~~2023.

The Company’s stockholders voted on the following: (1) a proposal to approve the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 22, 2023, by and between LINKBANCORP, Inc. (“LINK”) and the Company, and the transactions contemplated by the Merger Agreement, pursuant to which the Company will merge with and into LINK (the “Merger Proposal”); (2) a proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to certain executive officers of the Company in connection with the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and (3) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to the Company’s stockholders (the “Adjournment Proposal”).SIGNATURES

~~The~~Pursuant to ~~Company’s~~the ~~stockholders~~requirements ~~approved~~of ~~each~~ the Securities Exchange Act of 1934, the ~~proposals.~~registrant ~~The~~has ~~final~~duly ~~voting~~caused ~~results~~this ~~for~~report ~~each~~to ~~proposal~~be ~~were~~signed ason ~~follows:~~its behalf by the undersigned hereunto duly authorized.

		For		Against		Abstain		Broker Non- Vote
	PARTNERS BANCORP
Proposal 1 – Merger Proposal			14,092,845		470,664		20,220		138,444
	(Registrant)
Proposal 2 – Compensation Proposal			11,995,723		2,363,407		224,599		138,444
	By:	/s/ John W. Breda
Proposal 3 – Adjournment Proposal			14,100,652		558,025		63,496		-
	Name:	John W. Breda
	Title:	President and Chief Executive Officer
Dated: July 26, 2023

On June 22, 2023, the Company and LINK issued a joint press release announcing the results of their respective special meetings held on June 22, 2023. A copy of the joint press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number	Description
99.1	Joint Press Release dated June 22, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Partners Bancorp
Date: June 23, 2023	By:	/s/ John W. Breda
		John W. Breda
		President and Chief Executive Officer

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