Current Report Filing (8-k)
23 May 2019 - 6:32AM
Edgar (US Regulatory)
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, 2019
VILLAGE
BANK AND TRUST FINANCIAL CORP.
(Exact Name of Registrant as Specified in
Charter)
Virginia
(State or Other Jurisdiction
of Incorporation)
|
0-50765
(Commission File Number)
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16-1694602
(IRS Employer
Identification No.)
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13319 Midlothian Turnpike
Midlothian, Virginia
(Address of Principal Executive Offices)
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23113
(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
(804) 897-3900
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $4.00 per share
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VBFC
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Nasdaq Capital Market
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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
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Village Bank and Trust Financial Corp. (the
“Company”) held its 2019 Annual Meeting of Shareholders on May 21, 2019 (the “Annual Meeting”). A
quorum of shares was present or represented by proxy at the Annual Meeting. At the Annual Meeting, the shareholders of the Company
elected three directors to serve for three-year terms; approved in an advisory vote the Company’s executive compensation;
and ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting
firm for 2019. The voting results for each proposal were as follows:
Proposal 1
To elect three directors for a term of three
years each:
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Broker
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For
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Withheld
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Non-Vote
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Craig D. Bell
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899,176
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83,647
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358,609
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Devon M. Henry
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914,840
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67,983
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358,609
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George R. Whittemore
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914,675
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68,148
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358,609
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Proposal 2
To approve, in an advisory (non-binding) vote,
the executive compensation disclosed in the Proxy Statement:
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Broker
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For
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Against
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Abstain
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Non-Vote
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Executive Comp
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895,859
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15,856
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71,108
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358,609
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Proposal 3
To ratify the appointment of Yount, Hyde,
& Barbour, P.C., as the Company’s independent registered public accounting firm for 2019:
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For
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Against
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Abstain
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Ratification of Auditors
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1,335,490
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5,839
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103
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On May 21, 2019, members of management of
the Company made a presentation at the Annual Meeting. A copy of the presentation is attached to this report as Exhibit 99.1
and is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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VILLAGE BANK AND TRUST FINANCIAL CORP.
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(Registrant)
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Date: May 21, 2019
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By:
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/s/ Donald M. Kaloski, Jr.
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Donald M. Kaloski, Jr.
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Executive Vice President and CFO
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