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BRYN MAWR BANK CORPORATION

(BMTC)
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BRYN MAWR BANK CORP : Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

06/11/2021 | 02:55pm EDT

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 10, 2021, Bryn Mawr Bank Corporation (the "Corporation"), the parent corporation of The Bryn Mawr Trust Company, a Pennsylvania chartered bank ("Bank"), held its Special Meeting of Shareholders for the purpose of considering and acting upon the below proposals. A total of 19,930,498 shares were outstanding and entitled to vote at the Special Meeting, of which 15,402,083.29 shares were voted.

1. A proposal to approve the Agreement and Plan of Merger, dated as of March 9, 2021, by and between WSFS Financial Corporation and the Corporation, pursuant to which, among other things, the Corporation will merge with and into WSFS, and simultaneously, the Bank will merge with and into Wilmington Saving Fund Society, FSB (the "Merger Proposal").


The shareholders of the Corporation approved the Merger Proposal by the
following vote:
                              FOR          AGAINST      ABSTAIN
                         15,174,613.62    189,962.70   37,506.96


2. A proposal to approve a non-binding advisory vote on specified compensation, which may be paid to certain named executive officers in connection with the merger ("Non-Binding Advisory Proposal on Specified Compensation").

The shareholders of the Corporation did not approve the Non-Binding Advisory Proposal on Specified Compensation. The vote was as follows:

                           FOR           AGAINST       ABSTAIN
                       4,301,246.23   10,961,744.20   139,092.87


3. A proposal to approve one or more adjournments of the Special Meeting to solicit additional proxies in favor of the Corporation's Merger Proposal ("Bryn Mawr Adjournment Proposal").

The shareholders of the Corporation approved the Bryn Mawr Adjournment Proposal by the following vote:

                             FOR           AGAINST       ABSTAIN
                        14,275,246.94    1,062,597.89   64,238.46


Item 7.01  Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 is a copy of the press release jointly issued by the Corporation and WSFS on June 10, 2021 announcing the approval of the Merger by each company's respective stockholders.

The information under Item 7.01 and in Exhibit 99.1 to this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Securities and Exchange Act of 1934 or under the Securities Act of 1933, except to the extent specifically provided in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued June 10, 2021 Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)

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