false000127510100012751012024-05-212024-05-21

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): May 21, 2024

_________________

BANK OF THE JAMES FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

_________________

Virginia

001-35402

20-0500300

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

828 Main Street, Lynchburg, VA

24504

(Address of Principal Executive Offices)

(Zip code)

Registrant’s telephone number, including area code

(434) 846-2000

_________________

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:

☐

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, $2.14 par value

BOTJ

The NASDAQ Capital Market

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 - Submission of Matters to a Vote of Security Holders

(a)On May 21, 2024, 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 26, 2024, the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 4,543,338 shares of common stock outstanding and eligible to vote. 3,497,635 shares, or approximately 76.98% 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 Company's Proxy Statement dated April 8, 2024.

Proposal No. 1. The Company's shareholders elected four (4) Group Three directors to serve on the board of directors for a three-year term to expire at the Company's 2027 annual meeting of shareholders, as set forth below:

Name

Group

Votes For

Withheld Votes

Broker Non-Votes

Lewis C. Addison

Three

1,733,609

598,332

1,165,694

John R. Alford, Jr.

Three

2,049,830

282,111

1,165,694

William C. Bryant III

Three

2,039,547

292,394

1,165,694

J. Todd Scruggs

Three

2,039,095

292,846

1,165,694

Proposal No. 2. The Company’s shareholders ratified the appointment of Elliott Davis, PLLC, of Raleigh, North Carolina, as the Company’s independent registered public accounting firm for the year ending December 31, 2024, as set forth below:

3,464,135

Votes For

Votes Against

Abstentions

Broker Non-Votes

3,461,447

35,311

877

-

Proposal No. 3. The Company’s shareholders approved the non-binding, advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC, as set forth below:

7,590

Votes For

Votes Against

Abstentions

Broker Non-Votes

2,092,070

208,162

31,709

1,165,694

Item 9.01 - Financial Statements and Exhibits

(a) Financial statements of businesses acquired – not applicable

(b) Pro forma financial information – not applicable

(c) Shell company transactions – not applicable

(d) Exhibits

Exhibit No.

Exhibit Description

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

2

SIGNATURE

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.

Date: May 23, 2024

BANK OF THE JAMES FINANCIAL GROUP, INC.

By /s/ J. Todd Scruggs

J. Todd Scruggs

Secretary-Treasurer

3

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Document And Entity Information
May 21, 2024
Document And Entity Information [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 21, 2024
Entity Registrant Name BANK OF THE JAMES FINANCIAL GROUP, INC.
Entity File Number 001-35402
Entity Incorporation, State or Country Code VA
Entity Tax Identification Number 20-0500300
Entity Address, Address Line One 828 Main Street
Entity Address, City or Town Lynchburg
Entity Address, State or Province VA
Entity Address, Postal Zip Code 24504
City Area Code 434
Local Phone Number 846-2000
Entity Central Index Key 0001275101
Written communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $2.14 par value
Trading Symbol BOTJ
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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