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 2, 2012
___________
MIDDLEBURG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
|
Virginia
(State or other jurisdiction
of incorporation)
|
0-24159
(Commission File Number)
|
54-1696103
(I.R.S. Employer
Identification No.)
|
|
|
111 West Washington Street
Middleburg, Virginia
(Address of principal executive offices)
|
20117
(Zip Code)
|
||
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 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 2, 2012 (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company elected twelve directors to serve for one-year terms and 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, 2012. The voting results for each proposal are as follows:
|
1.
|
To elect 12 directors to serve for terms of one year each expiring at the 2013 Annual Meeting of Shareholders:
|
|
For
|
Withhold
|
Broker Non-Vote
|
|
|
Howard M. Armfield
|
4,392,484.98
|
403,784.78
|
1,299,824.00
|
|
Henry F. Atherton, III
|
4,670,313.76
|
125,956.00
|
1,299,824.00
|
|
Joseph L. Boling
|
4,113,294.76
|
682,975.00
|
1,299,824.00
|
|
Childs F. Burden
|
4,389,684.98
|
406,584.78
|
1,299,824.00
|
|
J. Bradley Davis
|
4,692,799.76
|
103,470.00
|
1,299,824.00
|
|
Alexander G. Green
|
4,694,591.98
|
101,677.78
|
1,299,824.00
|
|
Gary D. LeClair
|
4,680,879.76
|
115,390.00
|
1,299,824.00
|
|
John C. Lee, IV
|
4,681,371.98
|
114,897.78
|
1,299,824.00
|
|
Keith W. Meurlin
|
4,670,313.76
|
125,956.00
|
1,299,824.00
|
|
Janet A. Neuharth
|
4,667,913.76
|
128,356.00
|
1,299,824.00
|
|
John M. Rust
|
4,695,191.98
|
101,077.78
|
1,299,824.00
|
|
Gary R. Shook
|
4,688,372.76
|
107,897.00
|
1,299,824.00
|
|
2.
|
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, 2012:
|
|||
|
For
|
Against
|
Abstain
|
|
5,710,501.98
|
382,098.78
|
3,493.00
|
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.
|
MIDDLEBURG FINANCIAL CORPORATION
|
|||
|
(Registrant)
|
|||
|
Date: May 3, 2012
|
By:
|
/s/ Gary R. Shook
|
|
|
Gary R. Shook
|
|||
|
President and Chief Executive Officer
|
|||
|
|
|||