Additional Proxy Soliciting Materials (definitive) (defa14a)
April 08 2019 - 12:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant
to Section 14(a) of the
Securities Exchange Act
of 1934
Filed by the Registrant
x
Filed by a Party other
than the Registrant
¨
Check the appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to § 240.14a-12
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VILLAGE
BANK AND TRUST FINANCIAL CORP.
(Name of Registrant
as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check
the appropriate box):
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined:)
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(4)
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Proposed
maximum aggregate value of transaction:
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¨
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Fee
paid previously with preliminary materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the
date of its filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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+Online Go to www.envisionreports.com/VBFC
or scan the QR code — login details are located in the shaded bar below. Votes submitted electronically must be received
by 3:00 a.m., Eastern Time, on May 21, 2019.Shareholder Meeting NoticeImportant Notice Regarding the Availability of Proxy Materials
for the Village Bank and Trust Financial Corp. Annual Meeting to be Held on May 21, 2019Under Securities and Exchange Commission
rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the
Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and
location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of
the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the
important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are
available at:Easy Online Access — View your proxy materials and vote. Step 1: Go to www.envisionreports.com/VBFC. Step 2:
Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selections
as instructed on each screen for your delivery preferences. Step 5: Vote your shares.When you go online, you can also help the
environment by consenting to receive electronic delivery of future materials.Obtaining a Copy of the Proxy Materials – If
you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please
make your request as instructed on the reverse side on or before May 11, 2019 to facilitate timely delivery. 2NOT + 030CQC
Shareholder Meeting
NoticeThe Village Bank and Trust Financial Corp. Annual Meeting of Shareholders will be held on May 21, 2019 at Salisbury Country
Club, 13620 W. Salisbury Rd., Midlothian, VA, 23113, at 10:00 a.m. Eastern Time. Proposals to be voted on at the meeting are listed
below along with the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR all the nominees
listed and FOR Proposals 2 and 3: 1. To elect as directors for terms expiring in 2022: 01 - Craig D. Bell 02 - Devon M. Henry
03 - George R. Whittemore2. To approve the following advisory (non-binding) resolution: RESOLVED, that the shareholders of the
Company approve the compensation of executive officers as disclosed in the proxy statement pursuant to the rules of the Securities
and Exchange Commission.3. To ratify the appointment of Yount, Hyde & Barbour, P.C. as Village Bank and Trust Financial Corp.'s
independent registered public accounting firm for the fiscal year ending December 31, 2019.PLEASE NOTE – YOU CANNOT VOTE
BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy
card. If you wish to attend and vote at the meeting, please bring this notice with you. Directions to the Village Bank and Trust
Financial Corp. 2019 Annual Meeting Directions to the Village Bank and Trust Financial Corp. 2019 Annual Meeting are available
in the Proxy Statement, which can be viewed at www.envisionreports.com/VBFC.Here’s how to order a copy of the proxy materials
and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request
an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in
the shaded bar on the reverse side when requesting a copy of the proxy materials.— Internet – Go to www.envisionreports.com/VBFC.
Click Cast Your Vote or Request Materials.— Phone – Call us free of charge at 1-866-641-4276.— Email –
Send an email to investorvote@computershare.com with “Proxy Materials Village Bank and Trust Financial Corp.” in the
subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that
you want a paper copy of the meeting materials.To facilitate timely delivery, all requests for a paper copy of proxy materials
must be received by May 11, 2019.
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