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 18, 2015
BAY BANKS OF VIRGINIA, INC.
(Exact Name of Registrant as Specified in Charter)
| Virginia | 0-22955 | 54-1838100 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 S. Main Street, Kilmarnock, Virginia 22482
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (804) 435-1171
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):
| ¨ | 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. |
The Company held its annual meeting of stockholders on May 18, 2015. At the annual meeting, the Company’s stockholders voted on the following proposals and cast their votes as described below:
| 1. | The individuals listed below were elected to serve as Class II directors of the Company for terms that will continue until the 2018 annual meeting. |
| Broker | |||||||
| For | Withheld | Abstentions | Non-Votes | ||||
| Kenneth O. Bransford, Jr. | 3,371,477 | 132,435 | --- | ||||
| Julien G. Patterson | 3,450,490 | 53,422 | --- |
| 2. | A proposal to approve, on a non-binding advisory basis, the Company’s named executive officer compensation as described in the Executive Compensation section of the Company’s 2015 Proxy Statement. |
| Broker | ||||||
| For | Against | Abstentions | Non-Votes | |||
| 3,098,036 | 127,792,000 | 278,084 | --- |
| 3. | A proposal to approve an amendment to the Company’s Articles of Incorporation to change the quorum requirement for stockholder action. |
| Broker | ||||||
| For | Against | Abstentions | Non-Votes | |||
| 2,837,421 | 602,950 | 63,541 | --- |
| 4a. | A proposal to approve an amendment to the Company’s Articles of Incorporation to change the voting requirement for approval of general corporate matters. |
| Broker | ||||||
| For | Against | Abstentions | Non-Votes | |||
| 2,635,686 | 813,116 | 55,110 | --- |
| 4b. | A proposal to approve an amendment to the Company’s Articles of Incorporation to change the voting requirement to elect directors. |
| Broker | ||||||
| For | Against | Abstentions | Non-Votes | |||
| 2,625,909 | 814,243 | 63,760 | --- |
| 4c. | A proposal to approve an amendment to the Company’s Articles of Incorporation to change the voting requirements for approval of certain corporate transactions and future amendments to the Company’s Articles of Incorporation. |
| Broker | ||||||
| For | Against | Abstentions | Non-Votes | |||
| 2,631,086 | 814,479 | 58,347 | --- |
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.
| BAY BANKS OF VIRGINIA, INC. | |
| By: /s/ Deborah M. Evans | |
| Deborah M. Evans | |
| Chief Financial Officer |
May 21, 2015