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): June 15, 2020
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.) |
1801 Bayberry Court, Richmond, VA 23236
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (844) 404-9668
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of stockholders on June 15, 2020. 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 I directors of the Company for terms that will continue until the 2023 annual meeting. |
| For | Withheld | Broker Non-Votes |
||||||||||
| Richard A. Farmar, III |
7,479,142 | 2,143,327 | 2,382,950 | |||||||||
| Randal R. Greene |
7,265,577 | 2,356,892 | 2,382,950 | |||||||||
| John C. Hodges |
7,676,024 | 1,946,445 | 2,382,950 | |||||||||
| C. Frank Scott, III. |
7,443,794 | 2,178,675 | 2,382,950 | |||||||||
| 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 2020 Proxy Statement. |
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 7,166,229 |
2,376,780 | 79,460 | 2,382,950 |
| 3. | A proposal to ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. |
| For |
Against |
Abstentions | ||
| 11,090,598 |
905,727 | 9,094 |
| 4. | A proposal to approve the Bay Banks of Virginia, Inc. 2020 Stock Incentive Plan. |
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 7,590,596 |
1,975,880 | 55,993 | 2,382,950 |
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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/ Judy C. Gavant | |
| Judy C. Gavant | ||
| Chief Financial Officer | ||
June 15, 2020
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