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VBFC Village Bank & Trust Financial

Filed: 18 May 21, 4:32pm

 

 

 

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 18, 2021

 

 

 

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:

 

¨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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $4.00 per shareVBFCNasdaq Capital Market

 

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 ¨

 

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. ¨

 

 

 

 

 

 

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

 

Village Bank and Trust Financial Corp. (the “Company”) held its 2021 Annual Meeting of Shareholders on May 18, 2021 (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 a term of three years each and two directors for a term of two years each; approved in an advisory vote the Company’s executive compensation; and ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2021. 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.  1,135,949   69,418   160,726 
Michael A. Katzen  1,147,092   58,275   160,726 
Michael L. Toalson  1,147,155   58,212   160,726 

 

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

 

        Broker 
  For  Withheld  Non-Vote 
James E. Hendricks, Jr.  1,150,982   54,385   160,726 
Mary Margaret Kastelberg  1,142,605   62,762   160,726 

 

Proposal 2

 

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

 

           Broker 
  For  Against  Abstain  Non-Vote 
Executive Compensation  1,107,226   15,055   83,086   160,726 

 

Proposal 3

 

To ratify the appointment of Yount, Hyde, & Barbour, P.C. as the Company’s independent registered public accounting firm for 2021:

 

  For  Against  Abstain 
Ratification of Auditors  1,363,669   2,186   238 

 

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Item 8.01Other Events.

 

On May 18, 2021, 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 9.01Financial Statements and Exhibits.

 

(d)       Exhibits.

 

 Exhibit No. Description
99.1 Presentation of the Company delivered at the 2021 Annual Meeting of Shareholders

 

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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 18, 2021By:/s/ Donald M. Kaloski, Jr.
 Donald M. Kaloski, Jr.
 Executive Vice President and CFO

 

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