TowneBank : Form 8-K~Current Report

FEDERAL DEPOSIT INSURANCE CORPORATION

Washington, D.C. 20429

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 13, 2024

(Exact name of registrant as specified in its charter)

Virginia	35095	54-1910608
(State or other jurisdiction	(FDIC Insurance Cert. No.)	(IRS Employer
of incorporation)		Identification No.)
5716 High Street
Portsmouth, Virginia	23703
(Address of principal executive offices)	(Zip Code)

(Registrant's telephone number, including area code): [phone]

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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications 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 $1.667 per share		TOWN		The Nasdaq Global Select 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2024, John W. Failes notified TowneBank of his intent to resign as a member of the Board of Directors of TowneBank, effective as of June 30, 2024, and to continue to serve thereafter in an emeritus role. Mr. Failes, who is a founding director of TowneBank and has served as Vice Chairman of the Board of Directors since 2017, is not resigning from the Board due to any disagreement with TowneBank on any matter relating to its operations, policies, or practices. Mr. Failes expressed his continued support of the Board, the management team, and TowneBank.

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.

	TowneBank
	(Registrant)
Date: June 17, 2024	By: /s/ William B. Littreal
	William B. Littreal
	Senior Executive Vice President
	and Chief Financial Officer