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 22, 2018

 

 

 

VILLAGE BANK AND TRUST FINANCIAL CORP.

(Exact Name of Registrant as Specified in 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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company o

 

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

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Village Bank and Trust Financial Corp. (the “Company”) held its 2018 Annual Meeting of Shareholders on May 22, 2018 (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 three directors to serve for three-year terms and one director to serve for a one-year term; approved in an advisory vote the Company’s executive compensation; approved in an advisory vote that an advisory vote on executive compensation should be held every year; and ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2018. The voting results for each proposal were as follows:

 

Proposal 1

 

To elect three directors for a term of three years each:

 

           Broker 
   For   Withheld   Non-Vote 
Frank E. Jenkins Jr.   988,951    4,005    273,053 
Michael A. Katzen   976,846    16,110    273,053 
Michael L. Toalson   988,567    4,389    273,053 

 

To elect one director for a term of one year:

 

           Broker 
   For   Withheld   Non-Vote 
Devon M. Henry   988,210    4,746    273,053 

 

 

Proposal 2

 

To approve, in an advisory (non-binding) vote, the executive compensation disclosed in the Proxy Statement:

 

            Broker 
For   Against   Abstain   Non-Vote 
 897,737    18,628    76,591    273,053 

 

 

Proposal 3

 

To approve, in an advisory (non-binding) vote, whether an advisory vote on executive compensation should be held every one, two or three years;

 

For       Broker 
One year   Two Years   Three Years   Abstain   Non-Vote 
 862,166    11,830    46,442    65,748    273,053 

 

 

Proposal 4

 

To ratify the appointment of Yount, Hyde, & Barbour, P.C., as the Company’s independent registered public accounting firm for 2018:

 

For   Against   Abstain 
 1,265,516    151    342 

 

 

 

 

Item 8.01 Other Events.

 

On May 22, 2018, 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 exhibit is filed herewith:

 

Exhibit No.   Description of Exhibit
     
99.1   Presentation of the Company delivered at the 2018 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 22, 2018 By: /s/ C. Harril Whitehurst, Jr.
    Harril Whitehurst, Jr.
    Executive Vice President and CFO