Current Report Filing (8-k)
May 19 2017 - 9:19AM
Edgar (US Regulatory)
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 16, 2017
BANK OF THE JAMES FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Virginia
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001-35402
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20-0500300
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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828 Main Street, Lynchburg, VA
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24504
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(Address of principal executive offices)
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(Zip Code)
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(434)
846-2000
(Registrants telephone number, including area code)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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
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Submission of Matters to a Vote of Security Holders
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(a) On
May 16, 2017, Bank of the James Financial Group, Inc. (the Company) held its Annual Meeting of Shareholders for which the board of directors solicited proxies.
(b) As of March 21, 2017, the record date for the determination of the shareholders entitled to notice of, and to
vote at, the Annual Meeting, there were 4,378,436 shares of common stock outstanding and eligible to vote. 3,383,013 shares, or approximately 77.26% of the outstanding shares, were represented at the meeting in person or by proxy.
At the Annual Meeting, the shareholders of the Company voted on the following matters as described in the Proxy Statement dated April 10,
2017:
Proposal No. 1
. The Companys shareholders elected two (2) Group One directors to
serve on the board of directors for a two year term to expire at the Companys 2019 annual meeting of shareholders, and four (4) Group Two directors to serve on the board of directors for a three year term to expire at the Companys
2020 annual meeting of shareholders, as set forth below:
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Name
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Group
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Votes For
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Withheld
Votes
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Broker
Non-Votes
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A. Douglas Dalton III
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One
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2,321,607
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27,044
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1,034,362
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Phillip C. Jamerson
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One
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2,321,318
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27,333
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1,034,362
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Robert R. Chapman III
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Two
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2,316,470
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32,181
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1,034,362
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Julie P. Doyle
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Two
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2,321,495
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27,156
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1,034,362
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Lydia K. Langley
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Two
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2,325,993
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22,658
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1,034,362
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Augustus A. Petticolas, Jr.
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Two
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1,894,281
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454,370
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1,034,362
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Proposal No.
2
. The Companys shareholders ratified the
appointment of Yount, Hyde & Barbour, P.C., of Winchester, Virginia, as the Companys independent registered public accounting firm for the year ending December 31, 2017, as set forth below:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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3,371,195
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7,767
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4,051
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Proposal No.
3
. The Companys shareholders approved the
non-binding,
advisory resolution approving the compensation of the Companys named executive officers as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC, as set forth
below:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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2,189,771
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48,661
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110,219
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1,034,362
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The voting results for each proposal are the final voting results.
(c) Not applicable.
2
(d) Not applicable.
Item 9.01
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Financial Statements and Exhibits
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(a) Financial Statements of
Business Acquirednot applicable
(b) Pro Forma Financial Informationnot applicable
(c) Shell Company Transactionsnot applicable
(d) Exhibitsnot applicable
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SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Date: May 19, 2017
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BANK OF THE JAMES FINANCIAL GROUP, INC.
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By
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/s/ J. Todd Scruggs
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J. Todd Scruggs
Secretary-Treasurer
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4
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