UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 25, 2014
Cordia Bancorp Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 26-4700031 | |
|
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
11730 Hull Street Road, Midlothian, Virginia 23112
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (804) 744-7576
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 25, 2014, the stockholders of Cordia Bancorp Inc. (the “Company”) approved an amendment to the Bank of Virginia 2011 Stock Incentive Plan (the “Plan”) that increased the number of shares authorized for issuance under the Plan by an additional 800,000 shares. As a result of the amendment, the Company now has an aggregate of approximately 806,207 shares of common stock available for the grant of stock options and stock awards under the Plan. A description of the material terms of the Plan was included in the proxy statement for the Company’s 2014 annual meeting of stockholders and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of shareholders of the Company was held on June 25, 2014. The final results for each of the matters submitted to a vote of shareholders at the annual meeting are as follows:
| 1. | The following individuals were elected as directors of the Company, to serve for the terms set forth below or until their successors are elected and qualified, by the following vote: |
| Three-Year Terms: |
| NAME | FOR | WITHHELD |
BROKER NON-VOTES |
|||||||||
| David C. Bushnell | 1,914,560 | 75,473 | 462,513 | |||||||||
| G. Waddy Garrett | 1,913,263 | 76,770 | 462,513 | |||||||||
| Peter W. Grieve | 1,914,567 | 75,466 | 462,513 | |||||||||
| Michael F. Rosinus | 1,984,675 | 5,358 | 462,513 | |||||||||
| Two-Year Terms: |
| NAME | FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| Thomas L. Gordon | 1,914,652 | 75,381 | 462,513 | |||||||||
| Raymond H. Smith, Jr. | 1,914,573 | 75,460 | 462,513 | |||||||||
| David Zlatin | 1,984,669 | 5,364 | 462,513 | |||||||||
| 1 |
| One-Year Terms: |
| NAME | FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| Hunter R. Hollar | 1,914,567 | 75,466 | 462,513 | |||||||||
| John P. Wright | 1,896,582 | 93,451 | 462,513 | |||||||||
| 2. | The appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified by shareholders by the following vote: |
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||
| 2,452,330 | 216 | 0 | — | |||||||||||
| 3. | An advisory vote taken on the resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved by shareholders by the following vote: |
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||
| 1,824,142 | 56,847 | 98,904 | 462,513 | |||||||||||
| 4. | An advisory vote was taken on the selection of the frequency of the advisory vote on the compensation of the Company’s named executive officers. The results of the vote were as follows: |
ONE YEAR | TWO YEARS | THREE YEARS |
ABSTENTIONS | BROKER NON-VOTES | ||||||||||||||
| 710,922 | 32,292 | 1,031,914 | 214,905 | 462,513 | ||||||||||||||
The Company’s Board of Directors has determined that an advisory vote on the approval of the compensation of the Company’s named executive officers will be included in the Company’s proxy materials every three years.
| 5. | A proposal to amend the Bank of Virginia 2011 Stock Incentive Plan to increase the number of shares authorized for issuance was approved by the following vote: |
| BROKER | ||||||||||||||
| FOR | AGAINST | ABSTENTIONS | NON-VOTES | |||||||||||
| 1,713,531 | 234,864 | 41,638 | 462,513 | |||||||||||
| 6. | A proposal to authorize the issuance of approximately 3,629,871 shares of common stock and nonvoting common stock upon the conversion of the Company’s recently issued 362.9871 shares of Mandatorily Convertible, Noncumulative, Nonvoting, Perpetual Preferred Stock, Series A for purposes of complying with NASDAQ Stock Market Rule 5635 was approved by the following vote: |
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||
| 1,825,956 | 130,605 | 33,472 | 462,513 | |||||||||||
| 7. | A proposal to approve the Second Amended and Restated Articles of Incorporation of the Company was approved by the following vote: |
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||
| 1,933,500 | 5,201 | 51,332 | 462,513 | |||||||||||
SIGNATURES
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.
| CORDIA BANCORP INC. | ||
| (Registrant) | ||
| Date: July 1, 2014 | By: | /s/ Jack Zoeller |
| Jack Zoeller | ||
| President and Chief Executive Officer | ||