Attached files
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| EX-99.2 - MIDDLEBURG FINANCIAL CORP | ex99-2.htm |
| EX-99.1 - MIDDLEBURG FINANCIAL CORP | ex99-1.htm |
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): April 27, 2011
___________
MIDDLEBURG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia
(State or other jurisdiction
of incorporation)
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0-24159
(Commission File Number)
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54-1696103
(I.R.S. Employer
Identification No.)
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111 West Washington Street
Middleburg, Virginia
(Address of principal executive offices)
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20117
(Zip Code)
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Registrant’s telephone number, including area code: (703) 777-6327
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On April 27, 2011, Middleburg Financial Corporation (the “Company”) issued a press release reporting its financial results for the period ended March 31, 2011. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated by reference into this Item 2.02.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on April 27, 2011 (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company elected thirteen directors to serve for one-year terms, approved the ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2011, approved the non-binding resolution to endorse the Company’s executive compensation program, and approved a three-year cycle for future advisory votes on the Company’s executive compensation program. The voting results for each proposal are as follows:
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1.
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To elect 13 directors to serve for terms of one year each expiring at the 2012 Annual Meeting of Shareholders:
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For
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Withhold
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Broker Non-Vote
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Howard M. Armfield
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4,296,457
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410,417
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1,275,488 |
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Henry F. Atherton, III
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4,630,242
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76,632
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1,275,488 |
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Joseph L. Boling
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3,889,221
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817,653
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1,275,488 |
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Childs F. Burden
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4,296,915
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409,959
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1,275,488 |
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J. Bradley Davis
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4,656,685
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50,189
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1,275,488 |
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Alexander G. Green
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4,651,901
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54,973
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1,275,488 |
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Gary D. LeClair
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4,653,176
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53,698
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1,275,488 |
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John C. Lee, IV
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4,655,385
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51,489
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1,275,488 |
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Keith W. Meurlin
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4,631,578
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75,296
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1,275,488 |
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Janet A. Neuharth
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4,630,565
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76,309
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1,275,488 |
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John M. Rust
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4,657,585
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49,289
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1,275,488 |
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Gary R. Shook
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4,655,585
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51,289
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1,275,488 |
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James R. Treptow
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4,653,056
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53,818
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1,275,488 |
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2.
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To ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2011:
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For
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Against
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Abstain
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| 5,936,374 | 32,332 | 8,357 |
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3.
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To approve the following advisory (non-binding) proposal:
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RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.
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For
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Against
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Abstain
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Broker Non-Vote
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4,223,535
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187,772
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295,565
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1,275,488
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4.
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To approve an advisory (non-binding) recommendation on the frequency of shareholders’ approval of the Company’s executive compensation program.
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Vote
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1,629,032
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38,131
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2,755,899
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289,103
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1,270,194
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In accordance with the voting results for this proposal, the Company’s Board of Directors has determined that future shareholder advisory votes on executive compensation will be held every three years.
Item 8.01. Other Events.
On April 27, 2011, the Company announced the declaration of a cash dividend of $0.05 per share. The dividend is to be paid on May 25, 2011 to shareholders of record as of May 11, 2011. A copy of the dividend announcement is being furnished as Exhibit 99.2 to this report and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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99.1
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Press release dated April 27, 2011.
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99.2
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Announcement dated April 27, 2011.
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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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MIDDLEBURG FINANCIAL CORPORATION
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(Registrant)
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Date: April 29, 2011
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By:
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/s/ Raj Mehra
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Raj Mehra
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Executive Vice President and
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release dated April 27, 2011.
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99.2
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Announcement dated April 27, 2011.
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