UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(Dd) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 928, 2018

Bay Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-23090	52-1660951
(State or other jurisdiction of	(Commission file number)	(IRS Employer
(State or other jurisdiction	(Commission	(IRS Employer
incorporation or organization)		Identification No.)
of incorporation)	File Number)	Identification No.)

7151 Columbia Gateway Drive, Suite A, Columbia, MD	21046
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (410) 737-7401

N/A

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ~~Emerging growth company ☐~~

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 5.07.

Submission of Matters to a Vote of Security Holders.

At a Special Meeting of Stockholders of Bay Bancorp, Inc. (the “Company”) held on March 28, 2018, the stockholders voted on: (i) approval of the merger of the Company with and into Old Line Bancshares, Inc. (“Old Line”), with Old Line as the surviving entity (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of September 27, 2017 (the “Merger Agreement”), as the agreement may be amended from time to time (Proposal 1); and (ii) adoption of a non-binding advisory resolution approving golden parachute compensation payable under existing agreements or arrangements (the “Payment Arrangements”) that certain executive officers of the Company may receive in connection with the Merger (Proposal 2). These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below:

Proposal 1 - Approval of the Merger:

For				Against				Abstain				Broker Non-Votes
	8,298,198				8,750				57,335				0

Proposal 2 - Approval of the Payment Arrangements:

For				Against				Abstain				Broker Non-Votes
	8,118,347				206,970				38,966				0

At the Special Meeting, a quorum was present, in person or by proxy, and the Company received sufficient votes for the approval of Proposal 1 and Proposal 2. Accordingly, the Company Board of Directors was not required to solicit votes to approve the adjournment of the meeting to a later date or dates to permit further solicitation of additional proxies for purposes of approving Proposal 1, as described in Proposal 3 of the Company’s definitive proxy statement relating to the Special Meeting.

Item 8.01.

Other Events.

AsOn ~~previously~~December ~~announced~~14, ~~Bay Bancorp~~2017, ~~Inc.~~Adam ~~(the “Company”)~~Franchi, ~~the~~both ~~parent~~individually ~~company of Bay Bank, FSB (the “Bank”),~~ and ~~Old~~on ~~Line Bancshares, Inc. (“Old~~behalf ~~Line”),~~of ~~the~~a ~~parent~~putative ~~company~~class of ~~Old~~the ~~Line~~Company’s ~~Bank~~stockholders, ~~entered~~filed ~~into~~a ancomplaint ~~Agreement~~in ~~and~~the ~~Plan~~United ofStates ~~Merger,~~District ~~dated~~Court asfor ofthe ~~September 27, 2017~~District ~~(the~~of ~~“Merger~~Maryland ~~Agreement”),~~against ~~pursuant to which~~ the Company, ~~will~~each ~~merge~~of ~~with~~its ~~and into Old Line~~directors, ~~with~~and Old Line asseeking ~~the~~to ~~successor (the~~enjoin ~~“Merger”), and~~ the ~~Bank~~parties ~~will~~from ~~merge~~proceeding with ~~and~~the ~~into~~Merger based, ~~Old Line Bank~~primarily, ~~with~~on ~~Old~~allegations ~~Line~~that ~~Bank as~~ the ~~successor~~version ~~(together with~~of the ~~Merger,~~joint ~~the~~proxy ~~“Transactions”).~~statement/prospectus ~~The~~that ~~Merger~~was ~~Agreement~~filed ~~and~~with ~~its~~the ~~related~~Securities ~~agreements~~and Exchange ~~provide~~Commission ~~that~~on ~~consummation~~November ~~of the~~22, ~~Transactions~~2017 isomitted ~~subject to~~ certain ~~closing~~material ~~conditions,~~information ~~including~~in ~~the~~violation ~~receipt~~ of ~~required~~Section ~~regulatory~~14(a) ~~approvals.~~of ~~Such approvals include~~ the ~~receipt~~Securities Exchange Act of ~~approvals~~1934, ~~from~~as ~~the~~amended, ~~Board~~and ofRule ~~Governors~~14a-9 ofpromulgated ~~the~~thereunder ~~Federal Reserve System~~ (the “~~Federal Reserve Board~~Litigation”)~~, the~~. ~~Federal~~The ~~Deposit~~plaintiff ~~Insurance~~has ~~Corporation~~agreed ~~(the~~to ~~“FDIC”)~~dismiss with ~~and~~prejudice ~~the~~all ~~Maryland~~of ~~Commissioner~~his ofclaims ~~Financial~~made ~~Regulation~~in (the ~~“Maryland Commissioner”).~~complaint, Inbut ~~addition,~~only ~~the~~as ~~Merger~~to ~~will~~himself ~~result~~and inwithout Hprejudice ~~Bancorp~~to ~~LLC,~~any ~~the~~other ~~top-tier~~member ~~bank~~of ~~holding~~the putative ~~company~~class of ~~the~~stockholders. ~~Company~~On ~~and the~~March ~~Bank~~28, ~~becoming~~2018, the ~~owner~~parties ofto ~~more~~the ~~than~~Litigation ~~5.0%~~entered ofinto ~~the~~a ~~outstanding~~Stipulation ~~voting~~and ~~securities~~Proposed Order of ~~Old Line and~~Dismissal, ~~indirectly~~which, ~~Old~~if ~~Line~~approved ~~Bank~~by the court, ~~and~~ ~~that~~will ~~acquisition~~resolve isall ~~subject~~issues toraised in the ~~separate~~Litigation ~~approval~~except offor ~~Federal~~a ~~Reserve~~claim ~~Board~~for attorneys’ fees.

Old Line and H Bancorp LLC received the required approvals from the Federal Reserve Board on March 2, 2018, and Old Line Bank received the required approvals from the FDIC on March 6, 2018 and from the Maryland Commissioner on March 9, 2018. Accordingly, all required regulatory approvals with respect to the Transactions have now been received.

The consummation of the Transactions remains subject to various other conditions to closing, including, without limitation, that the Merger be approved by the stockholders of each of Old Line and the Company.

Important Information for Investors and Stockholders

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This report contains statements relating to a proposed merger between the Company and Old Line that is the subject of a joint proxy statement/prospectus (the “Prospectus”) that has been filed with the Securities and Exchange Commission (the “SEC”) by Old Line as part of its Registration Statement on Form S-4. The Company filed the Prospectus with the SEC as a definitive proxy statement under cover of Schedule 14A in connection with its solicitation of proxies for the special meeting of stockholders relating to the approval of the Merger.

This report is not a substitute for the Prospectus or any other document that the Company or Old Line has filed or may file with the SEC or has sent or may send to its stockholders in connection with the proposed merger. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC OR SENT TO STOCKHOLDERS AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER, INCLUDING A DESCRIPTION OF THE INTERESTS IN THE MERGER OF CERTAIN OF THE COMPANY’S EXECUTIVE OFFICERS AND DIRECTORS.

The Prospectus and any other documents filed by the Company or Old Line may be obtained free of charge from the SEC’s website, www.sec.gov. The Company’s stockholders and investors may also obtain the Prospectus and any other documents that the Company files with the SEC free of charge from the Company’s website, www.baybankmd.com, under the tab “About Us” and then the tab “Investor Relations” and then under the heading “SEC Filings,” or by requesting them in writing to Bay Bancorp, Inc., 7151 Columbia Gateway Drive, Suite A, Columbia, Maryland 21046, Attention: Investor Relations. Stockholders and investors of Old Line may obtain copies of the documents that Old Line files with the SEC free of charge from Old Line’s website, www.oldlinebank.com, under the tab “Investor Relations” and then under the heading “SEC Filings”, or by requesting them in writing to Old Line Bancshares, Inc., 1525 Pointer Ridge Place, Bowie, Maryland 20716, Attention: Investor Relations.

Participants in the Transaction

Old Line, the Company and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Old Line and the Company in connection with the Merger. Information regarding the interests of these participants and other persons who may be deemed participants in the Merger may be obtained by reading the Prospectus regarding the Merger when it becomes available. Additional information about the directors and executive officers of Old Line and their ownership of Old Line common stock is set forth in the definitive proxy statement for Old Line’s 2017 annual meeting of stockholders, as previously filed with the SEC on April 20, 2017 and available as noted above. Information about the directors and executive officers of the Company and their ownership of Company common stock is set forth in the definitive proxy statement for the Company’s 2017 annual meeting of stockholders, as previously filed with the SEC on April 12, 2017.

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.

	BAY BANCORP, INC.
Dated: March 9, 2018	By:	/s/ Joseph J. Thomas
Dated: March 28, 2018	By:	/s/ Joseph J. Thomas
		Joseph J. Thomas
		President & CEO

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