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, 2012

XENITH BANKSHARES, INC.

(Exact name of Registrant as specified in charter)

Registrant’s telephone number, including area code: (804) 433-2200

N/A

(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):

2013 Executive Officer Annual Incentive Plan. On December 19, 2012, the Governance and Compensation Committee (the “Compensation Committee”) of the Board of Directors of Xenith Bankshares, Inc. (the “Company”) approved an annual incentive plan applicable to the Company’s named executive officers and certain other key employees (the “2013 Incentive Plan”).

The 2013 Incentive Plan is intended to reward each participant based on the attainment of a financial performance goal tied to 2013 net income, which is weighted at 75% of any potential incentive award. In addition, individual performance ratings, which are based on annual management objectives set forth by the Chief Executive Officer in the case of all participants other than the Chief Executive Officer and by the Compensation Committee in the case of the Chief Executive Officer, are weighted at 25% of any potential incentive award.

Before any incentive awards can be earned, however, the net income goal must be achieved at the threshold level and the Company’s subsidiary, Xenith Bank, must have an acceptable rating, as determined by the Compensation Committee, from the Federal Deposit Insurance Corporation. The Compensation Committee will make the final determination of and approve any incentive awards made under the 2013 Incentive Plan based on the recommendation of the Chief Executive Officer in the case of all participants other than the Chief Executive Officer.

The following annual incentive opportunities are available under the 2013 Incentive Plan for the named executive officers:

Incentive awards earned at the threshold or target levels will be paid in cash unless a participant elects to take all or a portion of his or her incentive award in shares of Company common stock or stock units; however, to promote greater long-term alignment with shareholder interests and to meet stock ownership guidelines, any incentive awards earned above the target level will be paid in the form of shares of Company common stock or stock units. Stock units will be deferred for two years and will be non-forfeitable from the date of grant.

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Restricted Stock Award. On February 7, 2013, the Compensation Committee approved the grant of 18,000 shares of restricted stock under the Xenith Bankshares, Inc. 2012 Stock Incentive Plan (which was approved by the Company’s shareholders on May 3, 2012) (the “2012 Stock Incentive Plan”) to T. Gaylon Layfield, III, the Company’s President and Chief Executive Officer.

The restricted stock awards vest in three equal installments over a period of three years beginning on January 24, 2013. The individual award amount was subject to and complies with the limits prescribed by the shareholder-approved 2012 Stock Incentive Plan.

The form of restricted stock agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 29, 2013.

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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: February 12, 2013

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