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) April 18, 2017

 

C&F FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

Virginia

000-23423

54-1680165

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

 

 

 

 

 

802 Main Street, West Point, Virginia

23181

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code (804) 843-2360

 


(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange of 1934 (§240.12b-2 of this chapter).

 

Emer

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


 

Item 5.07Submission of Matters to a Vote of Security Holders

 

C&F Financial Corporation (the Corporation) held its Annual Meeting of Shareholders on April 18, 2017. A quorum of shareholders was present, consisting of a total of 2,793,301 shares. Matters voted upon were (1) the election of one Class II director to serve until the 2019 Annual Meeting of Shareholders and the election of four Class III directors to serve until the 2020 Annual Meeting of Shareholders, (2) approval, in an advisory, non-binding vote, of the compensation of the Corporation’s named executive officers and (3) ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Corporation’s independent registered public accountant for the fiscal year ending December 31, 2017.

 

The five director nominees were elected and all other matters were approved by shareholders. The voting results with respect to each matter are set out below.

 

 

Election of Directors

Director

    

For

    

Withheld

    

Broker
Non-Votes

 

Class II:

 

 

 

 

 

 

 

Elizabeth R. Kelley

 

1,968,460

 

52,973

 

771,868

 

Class III:

 

 

 

 

 

 

 

Dr. Julie R. Agnew

 

1,968,760

 

52,673

 

771,868

 

J. P. Causey, Jr.

 

1,948,318

 

73,115

 

771,868

 

Barry R. Chernack

 

1,950,873

 

70,560

 

771,868

 

Thomas F. Cherry

 

1,911,176

 

110,257

 

771,868

 

 

 

 

    

For

    

Against

    

Abstention

    

Broker
Non-Votes

 

Approval of the Compensation of the Corporation’s Named Executive Officers

 

1,571,025

 

432,267

 

18,141

 

771,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstention

 

Broker
Non-Votes

 

Ratification of the Appointment of Yount, Hyde & Barbour, P.C. as the Corporation’s Independent Registered Public Accountant

 

2,716,277

 

20,452

 

56,572

 

0

 

 

2


 

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.

 

 

 

 

C&F FINANCIAL CORPORATION

 

REGISTRANT

 

 

 

 

Date:    April 20, 2017

By: /s/ Jason E. Long    

 

     Jason E. Long

 

     Chief Financial Officer

 

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