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WSFS FINANCIAL CORP : Submission of Matters to a Vote of Security Holders, Other Events (form 8-K)

06/11/2021 | 02:52pm EDT

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) A Special Meeting of Stockholders of WSFS Financial Corporation ("WSFS") was held on June 10, 2021, which we refer to as the special meeting.

(b) At the special meeting, the stockholders approved the following proposals:

•a proposal to adopt the Agreement and Plan of Merger, dated as of March 9, 2021 which we refer to as the merger agreement, by and between WSFS and Bryn Mawr Bank Corporation, which we refer to as Bryn Mawr, pursuant to which, among other things, (i) Bryn Mawr will merge with and into WSFS, with WSFS continuing as the surviving corporation, which we refer to as the merger, and (ii) simultaneously with the merger, The Bryn Mawr Trust Company, will merge with and into Wilmington Savings Fund Society, FSB, or WSFS Bank, with WSFS Bank continuing as the surviving bank, and to approve the transactions contemplated by the merger agreement, including the merger and the issuance of shares of common stock, par value of $0.01 per share, of WSFS, as consideration under the merger agreement, which we refer to as the WSFS merger and share issuance proposal; and •a proposal for one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the WSFS merger and share issuance proposal, which we refer to as the WSFS adjournment proposal. Set forth below are the results of the voting on such proposals:

Proposal Number 1: WSFS Merger and Share Issuance Proposal

      For            Against         Abstain       Broker Non-vote
  40,680,631        63,828          8,560                  -

Proposal Number 2: WSFS Adjournment Proposal

      For              Against          Abstain        Broker Non-vote
  34,471,480        6,266,990          14,547                  -


Item 8.01 Other Events

On June 10, 2021, WSFS issued a joint press release with Bryn Mawr announcing that their respective stockholders had approved the merger at a special meeting of stockholders of each company held on that date. A copy of the press release dated June 10, 2021 is attached hereto as Exhibit 99.1 and is incorporated herein by reference

Forward-Looking Statements

This communication contains estimates, predictions, opinions, projections and
other "forward-looking statements" as that phrase is defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include,
without limitation, statements relating to the impact WSFS and Bryn Mawr expect
their proposed merger to have on the combined entity's operations, financial
condition, and financial results, and WSFS's and Bryn Mawr's expectations about
their ability to successfully integrate their respective businesses and the
amount of cost savings and overall operational efficiencies WSFS and Bryn Mawr
expect to realize as a result of the proposed acquisition. The forward-looking
statements also include predications or expectations of future business or
financial performance as well as goals and objectives for future operations,
financial and business trends, business prospects, and management's outlook or
expectations for earnings, revenues, expenses, capital levels, liquidity levels,
asset quality or other future financial or business performance, strategies or
expectations. The words "believe," "intend," "expect," "anticipate," "strategy,"
"plan," "estimate," "approximately," "target," "project," "propose," "possible,"
"potential," "should" and similar expressions, among others, generally identify
forward-looking statements. Such forward-looking statements are based on various
assumptions (many of which are beyond the control of WSFS and Bryn Mawr) and are
subject to risks and uncertainties (which change over time) and other factors
which could cause actual results to differ materially from those currently
anticipated. Such risks and uncertainties include, but are not limited to, the
possibility that the proposed acquisition does not close when expected or at all
because required regulatory or other approvals and other conditions to closing
are not received or satisfied on a timely basis or at all; the delay in or
failure to close for any other reason; changes in WSFS's share price before
closing; the outcome of any legal proceedings that may be instituted against
WSFS or Bryn Mawr; the occurrence of any event, change or other circumstance
that could give rise to the right of one or both parties to terminate the merger
agreement providing for the merger; the risk that the businesses of WSFS and
Bryn Mawr will not be integrated successfully; the possibility that the cost
savings and any synergies or other anticipated benefits from the proposed
acquisition may not be fully realized or may take longer to realize than
expected; disruption from the proposed acquisition making it more difficult to
maintain relationships with employees, customers or other parties with whom WSFS
or Bryn Mawr have business relationships; diversion of management time on
merger-related issues; risks relating to the potential dilutive effect of the
shares of WSFS common stock to be issued in the proposed transaction; the
reaction to the proposed transaction of the companies' customers, employees and
counterparties; uncertainty as to the extent of the duration, scope, and impacts
of the COVID-19 pandemic on WSFS, Bryn Mawr and the proposed transaction; and
other factors, many of which are beyond the control of WSFS and Bryn Mawr. We
refer you to the "Risk Factors" section of the Registration Statement and the
Joint Proxy/Prospectus, the "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" sections of WSFS's
Annual Report on Form 10-K for the year ended December 31, 2020, Bryn Mawr's
Annual Report on Form 10-K for the year ended December 31, 2020 and any updates
to those risk factors set forth in WSFS's and Bryn Mawr's Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed
by WSFS and Bryn Mawr with the SEC and are available on the SEC's website at
www.sec.gov. All forward-looking statements, expressed or implied, included
herein are expressly qualified in their entirety by the cautionary statements
contained or referred to herein. The actual results or developments anticipated
may not be realized or, even if substantially realized, they may not have the
expected consequences to or effects on WSFS, Bryn Mawr or their respective
businesses or operations. We caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date on which they
are made. Neither WSFS nor Bryn Mawr undertakes any obligation, and specifically
declines any obligation, to revise or update any forward-looking statements,
whether as a result of new information, future developments or otherwise, except
as specifically required by law.
Item 9.01 Financial Statements and Other Exhibits
(d) Exhibits.

99.1 Pre ss Release, dated June 1 0 , 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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