0001675644FALSE00016756442024-05-152024-05-15

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): May 15, 2024
FVCBankcorp, Inc.
(Exact name of registrant as specified in its charter)
Virginia001-3864747-5020283
(State or other jurisdiction
of incorporation)
(Commission file number)(IRS Employer
Number)
11325 Random Hills Road
FairfaxVirginia 22030
(Address of Principal Executive Offices) (Zip Code)
(703436-3800
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)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.01 par valueFVCBThe 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 o
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. 0



Item 5.07 Submission of Matters to a Vote of Security Holders.

FVCBankcorp, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 15, 2024 (the “Annual Meeting”). The matters considered and voted on by the shareholders at the annual meeting and vote of the shareholders were as follows:


1.To elect directors of the Company for a one year term, expiring at the 2025 Annual Meeting of Shareholders:

ForWithhold
David W. Pijor11,396,090152,163
L. Burwell Gunn10,916,132632,121
Marc N. Duber11,452,24896,005
Patricia A. Ferrick11,366,031182,222
Meena Krishnan11,445,689102,564
Scott Laughlin11,373,869174,384
Devin Satz11,383,773164,480
Lawrence W. Schwartz11,379,642168,611
Sidney G. Simmonds11,365,780182,473
Daniel M. Testa11,112,950435,303
Philip “Trey” R. Wills III11,388,282159,971
Steven M. Wiltse11,209,860338,393

There were 3,290,270 broker non-votes in the election of directors.

2.To approve the following (non-binding) resolution: Resolved, that the shareholders of FVCBankcorp, Inc., approve the compensation of the named executive officers as disclosed in the proxy statement pursuant to the rules of the Securities and Exchange Commission

ForAgainstAbstain
11,015,188471,27661,789

3.To approve, in an advisory (non binding) vote whether an advisory vote on the executive compensation should be held every one, two or three years

1 Year 2 Years 3 Years Abstain
10,697,061 350,743381,275119,174

4.Proposal to ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm to audit the financial statements of the Company for the year ended December 31, 2024:

For Against Abstain
14,759,061 61,01318,449

There have been no settlements between the Company and any other person with respect to terminating any solicitation.




Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.Description
104The cover page from the Company’s Form 8-K with a date on report of May 15, 2024, formatted in Inline Extensible Business Reporting Language (included with the Inline XBRL document).




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 and Chief Financial Officer
Dated: May 16, 2024

2024 Annual Shareholders’ Meeting May 15, 2024 NASDAQ: FVCB


 
This presentation may contain statements relating to future events or future results of FVCBankcorp, Inc. (“FVCB”) that are considered “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of our beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward- looking statements include without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” or words or phases of similar meaning. We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward-looking statements: general business and economic conditions, including higher inflation and its impacts, nationally or in the markets that FVCB serves could adversely affect, among other things, real estate valuations, unemployment levels, the ability of businesses to remain viable, consumer and business confidence, and consumer or business spending, which could lead to decreases in demand for loans, deposits, and other financial services that FVCB provides and increases in loan delinquencies and defaults; the impact of the interest rate environment on our business, financial condition and results of operation, and its impact on the composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and interest sensitive assets and liabilities; changes in FVCB's liquidity requirements could be adversely affected by changes in its assets and liabilities; changes in the assumptions underlying the establishment of reserves for possible credit losses and the possibility that future credit losses may be higher than currently expected; changes in market conditions, specifically declines in the commercial and residential real estate market, volatility and disruption of the capital and credit markets, and soundness of other financial institutions FVCB does business with; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rate, market and monetary fluctuations; FVCB's investment securities portfolio is subject to credit risk, market risk, and liquidity risk as well as changes in the estimates used to value the securities in the portfolio; declines in FVCB's common stock price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause us to record a noncash impairment charge to earnings in future periods; geopolitical conditions, including acts or threats of terrorism, or actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad; the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues or emergencies, and other catastrophic events; the management of risks inherent in FVCB's real estate loan portfolio, and the risk of a prolonged downturn in the real estate market, which could impair the value of loan collateral and the ability to sell collateral upon any foreclosure; the impact of changes in bank regulatory conditions, including laws, regulations and policies concerning capital requirements, deposit insurance premiums, taxes, securities, and the application thereof by regulatory bodies; the effect of changes in accounting policies and practices, as may be adopted from time to time by bank regulatory agencies, the SEC, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setting bodies; competitive pressures among financial services companies, including the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; the effect of acquisitions and partnerships FVCB may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions; FVCB's involvement, from time to time, in legal proceedings and examination and remedial actions by regulators; and potential exposure to fraud, negligence, computer theft and cyber-crime, and FVCB's ability to maintain the security of its data processing and information technology systems. The foregoing factors should not be considered exhaustive and should be read together with other cautionary statements that are included in our Annual Report on Form 10- K for the year ended December 31, 2023, including those discussed in the section entitled “Risk Factors”. If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this presentation. Therefore, we caution you not to place undue reliance on our forward-looking information and statements. We will not update the forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence or how they will affect us. Use of Non-GAAP Financial Measures This presentation includes certain financial information that is calculated and presented on the basis of methodologies that are not in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). These non-GAAP financial measures include pre-tax pre-provision return on average assets, pre-tax pre-provision return on average equity, tangible book value, tangible common equity, tangible assets and efficiency ratio. The non-GAAP financial measures included in this presentation do not replace the presentation of FVCB’s GAAP financial results, should not be considered as a substitute for operating results determined in accordance with GAAP and may not be comparable to other similarly titled measures of other companies. These measurements provide supplemental information to assist management, as well as certain investors, in analyzing FVCB’s core business, capital position and results of operations. FVCB has chosen to provide this additional information to investors because it believes that these measures are meaningful in assisting investors to evaluate FVCB’s core ongoing operations, results and financial condition. Reconciliations of the non-GAAP financial measures provided in this presentation to the most directly comparable GAAP measures can be found in the appendix of this presentation. Forward-Looking Statements; Non-GAAP Information 2


 
FVCB Company Snapshot (1) Consolidated financial data as of the year ended December 31, 2023, unless otherwise noted. (2) Nonperforming assets defined as nonaccruals, loans past-due 90 days or more, and other real estate owned. (3) Non-GAAP financial measure. See the reconciliation included in the appendix to this presentation. 3 2 1 3 5 4 8 6 7 LPO


 
Technology Deployment Driving Top-Tier Performance *FVCbankcorp, Inc. has invested in KlariVis and JAM FINTOP Blockchain Fund. • Data analytics functionality (KlariVis)* which provides: • Immediate access to better communicate and respond to customers. • Dashboards to easily analyze activity for all areas of the Bank. • Board reports without requiring preparation. • Robotic process automation have reduced risk of error and reduced processing time from hours to minutes. Collectively hundreds of hours have been saved on daily, weekly, monthly and periodic repetitive manual processes. • FinTech investment in cutting-edge (JAM FINTOP)* Blockchain Fund. Enterprise-Wide Treasury and Payments • Online deposit account opening for consumers. • Zelle for customers who use peer-to-peer digital payment processing. • Q2 Digital Platform delivers online banking solutions and treasury management services with maximum flexibility. Lending • Loan origination platform provides paperless workflow solution and automates approval process and tickler tracking. • Automated borrowing base certification process (Accounts Receivable Financing) streamlines process for government contracting customers and lender. • Automated warehouse lending platform allows timely response with limited resources. • Automated construction loan functionality for lender, borrower, title insurance and inspector. • Lightning Lending provides digital lending experience for small businesses. 4 Strategically Aligned Solutions


 
Quarter Ended March 31, 2024 5 • Increase in Net Interest Income and Margin. Net interest margin increased 10 basis points to 2.47% for the first quarter of 2024, compared to 2.37% for the fourth quarter of 2023. Net interest income increased $133 thousand to $12.9 million, or 1%, compared to $12.7 million for the fourth quarter of 2023. Interest income increased $177 thousand quarter-over-quarter while interest expense only increased $43 thousand for the same period. • Strong Credit Quality. Nonperforming loans totaled $3.0 million at March 31, 2024, or 0.14% of total assets, a decrease of $1.5 million, or 33%, from the year ago quarter ended March 31, 2023. Compared to December 31, 2023, nonperforming loans increased $1.2 million at March 31, 2024. The Company recorded net recoveries of $30 thousand during the first quarter of 2024, or 0.01% of average total loans. • Prudent Balance Sheet Repositioning. During the first quarter of 2024, the Company surrendered $48.0 million of its bank-owned life insurance (“BOLI”). These policies yielded 2.74% (3.34% on a tax-equivalent basis). This transaction resulted in a non-recurring increase of $2.4 million to the Company’s tax provisioning related to the gain associated with the cash payout, which is included in the Company’s first quarter earnings. The projected earn-back period is approximately one year. The Company used the proceeds to pay down high cost funding and fund new loan growth. The full impact of the cash proceeds to net interest income will be realized during the second quarter of 2024. • Strong, Well Capitalized Balance Sheet. All of FVCbank’s (the “Bank”) regulatory capital components and ratios are well in excess of thresholds required to be considered "well capitalized", with total risk-based capital to risk- weighted assets of 14.23% at March 31, 2024. The tangible common equity ("TCE") to total assets ("TA") ratio for the Bank increased to 10.30% at March 31, 2024, from 8.92% at March 31, 2023. The Bank’s investment securities are classified as available-for-sale, and therefore the decrease in market value of these securities is fully reflected in the TCE/TA ratio.


 
The L. Burwell Gunn Citizenship Award 6 Each year, FVCBank identifies one or more nonprofit organizations to award funds from the L. Burwell Gunn Citizenship Award to support these organizations ongoing efforts to help the communities we serve. This year’s recipient is: OAR’s mission is to strive to use science to address the social, educational, and treatment concerns of autistic people, parents, autism professionals, and caregivers. The mission of “applying” research to answer questions of daily concern to autistic people and those around them defines our goals and program objectives and shapes our budget. In addition to funding research, our mission includes the requirements to: 1. Disseminate new and useful information to as many members of the autism community as possible, and 2. Direct all research and programs initiatives toward enhancing the quality of life for autistic individuals and the families that give them love and support. OAR’s research directly impacts the day-to-day quality of life of autistic people. It entails the systematic investigation of variables associated with positive outcomes in such areas as education, communication, self-care, social skills, employment, behavior, and adult and community living. In this context, it extends to issues related to family support, the efficacy of service delivery systems, and demographic analyses of the autism community. In simplest terms, applied autism research is “practical research that examines issues and challenges that autistic children and adults and their families face every day” Organization for Autism Research (OAR)


 
2024 Annual Shareholders’ Meeting May 15, 2024 NASDAQ: FVCB


 
v3.24.1.1.u2
Cover
May 15, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 15, 2024
Entity Registrant Name FVCBankcorp, Inc.
Entity Incorporation, State or Country Code VA
Entity File Number 001-38647
Entity Tax Identification Number 47-5020283
Entity Address, Address Line One 11325 Random Hills Road
Entity Address, City or Town Fairfax
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22030
City Area Code 703
Local Phone Number 436-3800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol FVCB
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001675644
Amendment Flag false

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