Form 8-K - Current report

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): December 19, 2023

OLD POINT FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	000-12896	54-1265373
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 East Queen Street

Hampton, Virginia 23669

(Address of principal executive offices) (Zip Code)

(757) 728-1200

(Registrant's telephone number, including area code)

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 (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 pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $5.00 par value	OPOF	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 (§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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2023, Dr. Arthur D. Greene notified Old Point Financial Corporation (the “Company”) of his intention to retire from the Boards of Directors of the Company and its wholly-owned subsidiaries, The Old Point National Bank of Phoebus (the “Bank”) and Old Point Trust & Financial Services, N.A. (“Wealth”) effective as of December 31, 2023. Dr. Greene’s decision to retire is not a result of any disagreement between Dr. Greene and the Company on any matter relating to the Company’s, Bank’s, or Wealth’s operations, policies or practices or any other matter. The Board of Directors of the Company appreciates Dr. Greene’s dedicated service and valuable contributions during his almost 30 years as a director.

Item 7.01

Regulation FD Disclosure.

On December 26, 2023, the Company issued a press release announcing Dr. Greene’s intention to retire from the Boards of the Company and the Bank. A copy of the press release is furnished herewith as Exhibit 99 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press release dated December 26, 2023.
104		Cover Page Interactive Data File (embedded within 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.

		Old Point Financial Corporation
		Registrant

	Date: December 26, 2023
		/s/ Robert F. Shuford, Jr.

		Robert F. Shuford, Jr.
		Chairman of the Board
		President & Chief Executive Officer

Exhibit 99.1

OLD POINT FINANCIAL CORPORATION ANNOUNCES RETIREMENT OF DR. ARTHUR D. GREENE FROM BOARD OF DIRECTORS

Hampton, Va., December 26, 2023 (PRNewswire) – Old Point Financial Corporation (the Company) announced that Dr. Arthur D. Greene is retiring from the Boards of Directors of the Company and its wholly-owned subsidiaries, The Old Point National Bank of Phoebus (the Bank) and Old Point Trust & Financial Services, N.A. (the Wealth Company) effective as of December 31, 2023. Dr. Greene joined the Boards of Directors of the Company, Bank, and the Wealth Company in 1994 and currently serves on the Company’s Executive, Audit, and Nominating and Corporate Governance Committees. Throughout his service, Dr. Greene served as Lead Independent Director for the Company for 14 years, the Lead Independent Director for the Wealth Company for 2 years, and the Chairman of the Board of the Wealth Company for 5 years.

Dr. Greene shared, “It has been an honor to have served as a director of Old Point for almost 30 years. I take pride in having been a part of the continued growth of such an impactful community bank which works hard at serving its community and has done so for over 100 years. Thanks to the quality and experience of the Board, senior management, and talented employees, I know the future for Old Point is bright.”

“We cannot thank Dr. Greene enough for his many contributions and years of service to the Board and Old Point. He has been an invaluable resource, instrumental to our strategic growth, and a member of the Old Point family for nearly three decades,” said Robert Shuford, Jr., Chairman, President and CEO for the Company and the Bank.

About Old Point

Old Point Financial Corporation (Nasdaq: OPOF) is the parent company of the Old Point National Bank of Phoebus (Old Point National Bank) and Old Point Wealth Management, which serve the Hampton Roads and Richmond regions of Virginia as well as operate a mortgage loan production office in Charlotte, North Carolina. Old Point National Bank is a locally owned and managed community bank which offers a wide range of financial services from checking, insurance, and mortgage products to comprehensive commercial lending and banking products and services. Old Point Wealth Management is the largest wealth management services provider headquartered in Hampton Roads, Virginia, offering local asset management by experienced professionals. Additional information about the company is available at oldpoint.com.

For more information, contact Laura Wright, Vice President/Marketing Director, at lwright@oldpoint.com or (757) 728-1743.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Certain statements contained herein, including without limitation, statements addressing the beliefs, plans or expectations of the Company regarding future growth and success, and the quotations from Dr. Greene constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements involve known or unknown risks, including, but not limited to, our ability to successfully execute and achieve the expected results of our business strategies. There can be no assurance that the actual future results, performance or achievements expressed or implied by such forward-looking statements will occur. Investors using forward-looking statements are encouraged to review the Company’s latest annual report on Form 10-K, including management’s discussion and analysis included therein, for a description of other important factors that may affect the Company’s business, results of operations and financial condition. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.

Document and Entity Information	Dec. 19, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 19, 2023
Entity File Number	000-12896
Entity Registrant Name	OLD POINT FINANCIAL CORPORATION
Entity Central Index Key	0000740971
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	54-1265373
Entity Address, Address Line One	101 East Queen Street
Entity Address, City or Town	Hampton
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23669
City Area Code	757
Local Phone Number	728-1200
Title of 12(b) Security	Common Stock, $5.00 par value
Trading Symbol	OPOF
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false