Current Report Filing (8-k)
May 22 2018 - 5:03PM
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):
May 22, 2018
VILLAGE
BANK AND TRUST FINANCIAL CORP.
(Exact Name of Registrant as Specified in
Charter)
Virginia
(State or Other Jurisdiction
of Incorporation)
|
0-50765
(Commission File Number)
|
16-1694602
(IRS Employer
Identification No.)
|
|
|
|
13319 Midlothian Turnpike
Midlothian, Virginia
(Address of Principal Executive Offices)
|
23113
(Zip Code)
|
|
|
|
|
Registrant’s Telephone Number, Including
Area Code:
(804) 897-3900
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
o
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Item 5.07 Submission of Matters to a
Vote of Security Holders.
Village Bank and Trust Financial Corp. (the
“Company”) held its 2018 Annual Meeting of Shareholders on May 22, 2018 (the “Annual Meeting”). A
quorum of shares was present or represented by proxy at the Annual Meeting. At the Annual Meeting, the shareholders of the Company
elected three directors to serve for three-year terms and one director to serve for a one-year term; approved in an advisory vote
the Company’s executive compensation; approved in an advisory vote that an advisory vote on executive compensation should
be held every year; and ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered
public accounting firm for 2018. The voting results for each proposal were as follows:
Proposal 1
To elect three directors
for a term of three years each:
|
|
|
|
|
|
|
|
Broker
|
|
|
|
For
|
|
|
Withheld
|
|
|
Non-Vote
|
|
Frank E. Jenkins Jr.
|
|
|
988,951
|
|
|
|
4,005
|
|
|
|
273,053
|
|
Michael A. Katzen
|
|
|
976,846
|
|
|
|
16,110
|
|
|
|
273,053
|
|
Michael L. Toalson
|
|
|
988,567
|
|
|
|
4,389
|
|
|
|
273,053
|
|
To elect one director for a term
of one year:
|
|
|
|
|
|
|
|
Broker
|
|
|
|
For
|
|
|
Withheld
|
|
|
Non-Vote
|
|
Devon M. Henry
|
|
|
988,210
|
|
|
|
4,746
|
|
|
|
273,053
|
|
Proposal 2
To approve, in an advisory (non-binding) vote,
the executive compensation disclosed in the Proxy Statement:
|
|
|
|
|
|
|
|
|
Broker
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Non-Vote
|
|
|
897,737
|
|
|
|
18,628
|
|
|
|
76,591
|
|
|
|
273,053
|
|
Proposal 3
To approve, in an advisory (non-binding) vote,
whether an advisory vote on executive compensation should be held every one, two or three years;
For
|
|
|
|
|
|
Broker
|
|
One year
|
|
|
Two Years
|
|
|
Three Years
|
|
|
Abstain
|
|
|
Non-Vote
|
|
|
862,166
|
|
|
|
11,830
|
|
|
|
46,442
|
|
|
|
65,748
|
|
|
|
273,053
|
|
Proposal 4
To ratify the appointment
of Yount, Hyde, & Barbour, P.C., as the Company’s independent registered public accounting firm for 2018:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
1,265,516
|
|
|
|
151
|
|
|
|
342
|
|
Item 8.01 Other Events.
On May 22, 2018, members of management of
the Company made a presentation at the Annual Meeting. A copy of the presentation is attached to this report as Exhibit 99.1
and is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The following exhibit is filed herewith:
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.
|
VILLAGE BANK AND TRUST FINANCIAL CORP.
|
|
(Registrant)
|
|
|
|
Date: May 22, 2018
|
By:
|
/s/ C. Harril Whitehurst, Jr.
|
|
|
Harril Whitehurst, Jr.
|
|
|
Executive Vice President and CFO
|
Village Bank and Trust F... (NASDAQ:VBFC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Village Bank and Trust F... (NASDAQ:VBFC)
Historical Stock Chart
From Sep 2023 to Sep 2024