Attached files
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| EX-99.1 - ANNUAL MEETING PRESENTATION - MIDDLEBURG FINANCIAL CORP | exh99_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): May 7, 2014
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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:
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
Middleburg Financial Corporation (the “Company”) held its Annual Meeting of Shareholders on May 7, 2014 (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company elected twelve directors to serve for one-year terms, approved the non-binding resolution to endorse the Company’s executive compensation program, and ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2014. The voting results for each proposal are as follows:
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1.
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To elect 12 directors to serve for terms of one year each expiring at the 2015 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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5,095,464
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53,307
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1,075,984
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Henry F. Atherton, III
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5,078,224
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70,547
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1,075,984
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Joseph L. Boling
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4,326,991
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821,780
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1,075,984
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Childs F. Burden
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5,097,864
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50,907
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1,075,984
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Alexander G. Green, III
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4,316,426
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832,345
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1,075,984
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Gary D. LeClair
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4,786,239
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362,532
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1,075,984
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John C. Lee, IV
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5,101,911
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46,860
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1,075,984
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Mary Leigh McDaniel
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5,083,852
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64,919
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1,075,984
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Keith W. Meurlin
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5,078,624
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70,147
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1,075,984
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Janet A. Neuharth
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5,076,647
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72,124
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1,075,984
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John M. Rust
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5,104,815
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43,956
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1,075,984
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Gary R. Shook
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5,077,675
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71,096
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1,075,984
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2.
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To approve the following advisory (non-binding) proposal:
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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4,911,671
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127,251
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109,849
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1,075,984
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3.
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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, 2014:
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For
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Against
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Abstain
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6,142,644
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80,941
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1,170
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Item 8.01 Other Events.
During the course of the Annual Meeting, management of the Company presented financial and other information to those present. The presentation is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1
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Annual Meeting Presentation
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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: May 9, 2014
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By:
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/s/ Gary R. Shook
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Gary R. Shook
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President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1
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Annual Meeting Presentation
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