Additional Proxy Soliciting Materials (definitive) (defa14a)
May 18 2018 - 9:55AM
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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SUPPLEMENT TO THE DEFINITIVE
PROXY STATEMENT, DATED APRIL 9, 2018,
FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON MAY 22, 2018
Dear Fellow Shareholders:
This Supplement provides updated information
with respect to the 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of Village Bank and Trust Financial
Corp. (the “Company”) to be held on Tuesday, May 22, 2018. This Supplement should be read in conjunction with the Company’s
Definitive Proxy Statement (the “Proxy Statement”), dated April 9, 2018.
On May 14, 2018, Kenneth R. Lehman resigned
from the Board of Directors of the Company, effective immediately, and will not stand for election at the Annual Meeting. The Board
of Directors will not nominate another individual for election at the Annual Meeting in place of Mr. Lehman and will not immediately
fill the vacancy created by Mr. Lehman’s resignation.
Any votes cast for Mr. Lehman at the Annual
Meeting will not be counted. If you have not yet voted, you will not need to obtain a new proxy card to vote your shares. If you
have already voted, it is not necessary for you to vote your shares again. Proxy cards already returned by shareholders will remain
valid and, except with respect to the election of Mr. Lehman, shares represented thereby will be voted at the Annual Meeting in
accordance with your instructions unless revoked. If you have already voted and would like to revoke or change your vote on any
matter, you may revoke your proxy by following the instructions given under “Voting and Revocation of Proxies” on page
1 of the Proxy Statement.
The other agenda items presented in the
Proxy Statement are not otherwise affected by this Supplement.
We appreciate your continued support and
look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ William G. Foster
William G. Foster
President and Chief Executive Officer
Midlothian, Virginia
May 15, 2018
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