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EX-99.1 - EX-99.1 - BANK OF THE JAMES FINANCIAL GROUP INCd181953dex991.htm

 

 

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 17, 2016

 

 

BANK OF THE JAMES FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Virginia   001-35402   20-0500300

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

828 Main Street, Lynchburg, VA   24504
(Address of principal executive offices)   (Zip Code)

(434) 846-2000

(Registrant’s telephone number, including area code)

 

 

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

(a) On May 17, 2016, Bank of the James Financial Group, Inc. (the “Company”) held its Annual Meeting of Shareholders for which the board of directors solicited proxies.

(b) As of March 22, 2016, the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 4,378,436 shares of common stock outstanding and eligible to vote. 3,234,686 shares, or approximately 73.87% of the outstanding shares, were represented at the meeting in person or by proxy.

At the Annual Meeting, the shareholders of the Company voted on the following matters as described in the Proxy Statement dated April 11, 2016:

Proposal No.1. The Company’s shareholders elected three (3) Group One directors to serve on the board of directors for a three year term to expire at the Company’s 2019 annual meeting of shareholders, and one (1) Group Two director to serve on the board of directors for a one year term to expire at the Company’s 2017 annual meeting of shareholders, as set forth below:

 

Name

   Group      Votes
For
     Withheld
Votes
     Broker
Non-Votes
 

James F. Daly

     One         2,262,901         737         971,048   

Watt R. Foster, Jr.

     One         2,262,049         1,589         971,048   

Thomas W. Pettyjohn, Jr.

     One         2,262,468         1,170         971,048   

Lydia K. Langley

     Two         2,263,190         448         971,048   

Proposal No. 2. The Company’s shareholders ratified the appointment of Yount, Hyde & Barbour, P.C., of Winchester, Virginia, as the Company’s independent registered public accounting firm for the year ending December 31, 2016, as set forth below:

 

Votes

For

   Votes
Against
   Abstentions    Broker
Non-Votes

3,230,200

   3,741    745   

Proposal No. 3. The Company’s shareholders approved the non-binding, advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC, as set forth below:

 

Votes

For

   Votes
Against
   Abstentions    Broker
Non-Votes

2,098,302

   47,453    117,883    971,048

Proposal No. 4. The Company’s shareholders voted in favor of recommending that the Company hold a shareholder advisory vote on executive compensation every one year, as set forth below:

 

One Year

   Two Years    Three Years    Abstentions

2,081,957

   24,095    53,766    103,820

 

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The voting results for each proposal are the final voting results.

(c) Not applicable.

 

Item 8.01 Other Events

On Thursday, May 19, 2016, the Company issued a press release announcing that the Company was ranked 118th among the 200 top performing community bank holding companies, banks, and thrifts in the nation by American Banker magazine (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits

 

  (a) Financial Statements of Business Acquired - not applicable

 

  (b) Pro Forma Financial Information - not applicable

 

  (c) Shell Company Transactions - not applicable

 

  (d) Exhibits

 

Exhibit
No.

  

Exhibit Description

99.1    Bank of the James Financial Group, Inc. Press Release dated May 19, 2016

 

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SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 19, 2016

  BANK OF THE JAMES FINANCIAL GROUP, INC.
  By  

/s/ J. Todd Scruggs

    J. Todd Scruggs
    Secretary-Treasurer

 

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