Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Village Bank & Trust Financial Corp. | v441075_ex99-1.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 24, 2016
___________
VILLAGE BANK AND TRUST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
|
Virginia (State or other jurisdiction of incorporation) |
0-50765 (Commission File Number) |
16-1694602 (IRS Employer Identification No.) |
|
13319 Midlothian Turnpike Midlothian, Virginia (Address of principal executive offices) |
23113 (Zip Code) |
Registrant’s telephone number, including area code: (804) 897-3900
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. |
Village Bank and Trust Financial Corp. (the “Company”) held its 2016 Annual Meeting of Shareholders on May 24, 2016 at Salisbury Country Club, 13620 W. Salisbury Road, Midlothian, Virginia (the “Annual Meeting”). A quorum of shares was present or represented by proxy at the Annual Meeting. At the Annual Meeting, the shareholders of the Company elected four directors to serve for three-year terms and one new director to serve for a two-year term; approved in an advisory vote the Company’s executive compensation, and ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2016. The voting results for each proposal were as follows:
Proposal 1
To elect four directors for a term of three years each and one new director (Kenneth R. Lehman) for a term of two years:
| Broker | ||||||||||||
| For | Withheld | Non-Vote | ||||||||||
| Craig D. Bell | 945,433 | 61,350 | 304,523 | |||||||||
| John T. Wash, Sr. | 958,399 | 48,384 | 304,523 | |||||||||
| George R. Whittemore | 961,969 | 44,801 | 304,523 | |||||||||
| Thomas W. Winfree | 934,863 | 71,920 | 304,523 | |||||||||
| Kenneth R. Lehman | 964,376 | 42,407 | 304,523 | |||||||||
Proposal 2
To approve, in an advisory (non-binding) vote, the executive compensation disclosed in the Proxy Statement:
| Broker | ||||||
| For | Against | Abstain | Non-Vote | |||
| 913,372 | 22,549 | 70,862 | 304,523 |
Proposal 3
To ratify the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm for 2016:
| For | Against | Abstain | ||
| 1,302,294 | 8,622 | 390 |
| Item 8.01 | Other Events. |
On May 24, 2016, members of management of the Company made a presentation at the Annual Meeting. A copy of the presentation is attached to this report as Exhibit 99.1 and is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are filed herewith:
| Exhibit No. | Description of Exhibit | ||
| 99.1 | Presentation of the Company delivered at the 2016 Annual Meeting of Shareholders | ||
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.
| VILLAGE BANK AND TRUST FINANCIAL CORP. | |||
| (Registrant) | |||
| Date: May 26, 2016 | By: | /s/ C. Harril Whitehurst, Jr. | |
| C. Harril Whitehurst, Jr. | |||
| Executive Vice President and CFO | |||