Current Report Filing (8-k)
July 01 2020 - 12:53PM
Edgar (US Regulatory)
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 30, 2020
BLUE RIDGE BANKSHARES, INC.
(Exact name of registrant as specified in its
charter)
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Virginia |
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001-39165 |
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54-1470908 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1807 Seminole Trail
Charlottesville, Virginia
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22901 |
(Address of
principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area
code: (540) 743-6521
Not Applicable
(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)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common stock, no par
value |
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BRBS |
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NYSE American |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the
Securities Exchange Act of 1934.
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 Vote of Security
Holders.
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On June 30, 2020, Blue Ridge Bankshares, Inc. (the “Company”)
held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”)
to consider and vote on the following proposals: (1) to elect
four Company directors for a term of three years each, one Company
director for a term of two years, and one Company director for a
term of one year; (2) to approve an amendment to the Company’s
articles of incorporation to increase the number of authorized
shares of the Company’s common stock from 10,000,000 to 25,000,000;
(3) to approve the Blue Ridge Bankshares, Inc. Equity Incentive
Plan; and (4) to ratify the appointment of Brown,
Edwards & Company, L.L.P. as the Company’s independent
registered public accounting firm for 2020.
As of May 4, 2020, the record date for the Annual Meeting,
there were 5,659,485 shares of the Company’s common stock
outstanding and entitled to vote. At the Annual Meeting, there were
present in person or by proxy 5,455,168 shares of the Company’s
common stock, which constituted a quorum to conduct business at the
meeting. The voting results for each proposal are set forth
below.
Proposal 1: Election of Directors
The individual named below was elected to serve as a director of
the Company for a one-year term expiring at
the 2021 Annual Meeting of Shareholders:
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Name
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For
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Withheld
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Non-votes
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A. Pierce Stone
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5,041,029 |
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187,743 |
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226,396 |
The individual named below was elected to serve as a director of
the Company for a two-year term expiring at
the 2022 Annual Meeting of Shareholders:
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Name
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For
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Withheld
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Non-votes
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Mark W. Sisk
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4,404,328 |
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824,444 |
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226,396 |
Each individual named below was elected to serve as a director of
the Company for a three-year term expiring at the 2023
Annual Meeting of Shareholders:
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Name
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For
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Withheld
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Non-votes
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Andrew C. Holzwarth
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5,137,492 |
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91,280 |
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226,396 |
William W. Stokes
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4,398,045 |
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830,727 |
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226,396 |
Malcolm R. Sullivan, Jr.
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4,390,139 |
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838,633 |
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226,396 |
Donald R. Vaughan
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5,134,369 |
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94,403 |
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226,396 |
2
Proposal 2: Amendment to Articles of Incorporation
Shareholders approved the amendment to the Company’s articles of
incorporation to increase the number of authorized shares of the
Company’s common stock from 10,000,000 to 25,000,000.
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For
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Against
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Abstain
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Non-votes
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4,252,452 |
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1,146,298 |
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56,418 |
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0 |
Proposal 3: Blue Ridge Bankshares, Inc. Equity Incentive
Plan
Shareholders approved the Blue Ridge Bankshares, Inc. Equity
Incentive Plan.
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For
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Against
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Abstain
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Non-votes
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4,152,516 |
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876,841 |
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199,415 |
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226,396 |
Proposal 4: Ratification of Independent Registered Public
Accounting Firm for 2020
Shareholders ratified the appointment of Brown, Edwards &
Company, L.L.P. as the Company’s independent registered public
accounting firm for 2020.
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For
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Against
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Abstain
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Non-votes
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5,402,604 |
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21,340 |
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31,224 |
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0 |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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BLUE RIDGE BANKSHARES, INC. |
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(Registrant)
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Date: July 1, 2020 |
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By: |
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/s/ Amanda G. Story |
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Amanda G. Story |
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Chief Financial Officer |
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