Current Report Filing (8-k)
April 09 2020 - 9:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
April 7, 2020
FVCBankcorp, Inc.
(Exact name of registrant as specified in
its charter)
Virginia
|
001-38647
|
47-5020283
|
(State
or other jurisdiction
|
(Commission
file number)
|
(IRS
Employer
|
of
incorporation)
|
|
Number)
|
11325 Random Hills Road
Fairfax, Virginia 22030
(Address of Principal Executive Offices)
(Zip Code)
(703) 436-3800
Registrant’s telephone number, including
area code:
Check the appropriate
box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered under Section 12(b)
of the Act:
Title of Each Class
|
|
Trading Symbol(s)
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.01 par value
|
|
FVCB
|
|
The Nasdaq Stock Market, LLC
|
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 x
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. x
Item 5.03.
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
On April 7, 2020, the Board of Directors
of FVCBankcorp, Inc. (the “Company”) unanimously approved amendments to the Company’s by-laws to provide for
the conduct of meetings of shareholders entirely remotely, or virtually, or remote participation by shareholders in meetings of
shareholders not held entirely remotely. The amendments are effective immediately, and read in their entirely as follows:
Article II, Section
1 of the by-laws is amended and restated to read in its entirety as follows:
“Section 1. Place of Annual
Meeting. All annual meetings of the shareholders shall be held at the main office of the Company in the Commonwealth of Virginia,
or elsewhere in the United States as designated by the Board of Directors, or if so determined by the Board of Directors, by means
of remote communication technology in accordance with the provisions of Section 19 of this Article.”
Article II, Section
4 of the by-laws is amended and restated to read in its entirety as follows:
“Section 4. Time and Place
of Special Meetings. Special meetings of shareholders for any purpose may be held at such time and place in the United States
within or without the Commonwealth of Virginia as shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof, or if so determined by the Board of Directors, by means of remote communication technology in accordance with the
provisions of Section 19 of this Article.”
Article II of the by-laws
is amended by adding a new Section 19, reading in its entirely as follows:
“Section
19. Remote Shareholder Meetings and Participation. Notwithstanding any provision of these bylaws to the contrary: (i)
in lieu of holding a meeting of the shareholders at a designated place, the Board of Directors, in its sole discretion, may determine
that any meeting of the shareholders may be held solely by means of remote communication; or (ii) the Board of Directors, in its
sole discretion, may determine that shareholders may participate in a meeting held at a place by means of remote communication.
At any such meeting, shareholders or other persons participating by means of remote communication shall be deemed to be “present”
at the meeting, and “in person.” In connection with any such meeting authorized by the Board of Directors to be held
solely by means of remote communication, or at which shareholder participation by remote communication is authorized, the Board
of Directors shall implement reasonable measures to: (a) verify that each person participating remotely
as a shareholder is a shareholder or a shareholder's proxy; and (b) provide such shareholders a reasonable opportunity to participate
in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of
the meeting, substantially concurrently with such proceedings.
Item 9.01
|
Financial Statements and Exhibits
|
(d) Exhibits.
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
FVCBANKCORP,
INC.
|
|
|
|
By:
|
/s/ Jennifer L. Deacon
|
|
Jennifer
L. Deacon
|
|
Executive
Vice President, Chief Financial Officer
|
Dated: April 9, 2020
FVCBankcorp (NASDAQ:FVCB)
Historical Stock Chart
From Jun 2024 to Jul 2024
FVCBankcorp (NASDAQ:FVCB)
Historical Stock Chart
From Jul 2023 to Jul 2024