f8kvillage061113.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): June 11, 2013
___________

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.)
     
15521 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:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      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 2013 Annual Meeting of Shareholders on June 11, 2013 at the Village Bank at Watkins Centre, 15521 Midlothian Turnpike, Midlothian, Virginia (the “Annual Meeting”).  A quorum of shares was present at the Annual Meeting, consisting of a total of 3,219,357 shares.  At the Annual Meeting, the shareholders of the Company elected four directors to serve for three-year terms, approved an advisory vote on the Company’s executive compensation, approved an amendment to the Articles of Incorporation to authorize the board of directors to effect a reverse stock split of the common stock, approved an amendment to the Village Bank and Trust Financial Corp. Incentive Plan to increase the number of shares of common stock reserved for issuance under the Plan from 455,000 to 555,000, and ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2013.  The voting results for each proposal were as follows:

Proposal 1

To elect four directors for a term of three years each:
           
Broker
  
   
For
  
Withheld
  
Non-Vote
  
               
Craig D. Bell
  
1,395,865
  
     132,306
  
1,691,186
  
John T Wash
  
1,365,205
  
     162,966
  
1,691,186
  
George R. Whittemore
  
1,441,829
  
       86,342
  
1,691,186
  
Thomas W. Winfree
  
1,391,666
  
     136,505
  
1,691,186
  

Proposal 2

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

           
Broker
For
  
Against
  
Abstain
  
Non-Vote
             
1,285,684
  
165,276
  
77,211
  
1,691,186

Proposal 3

To approve an amendment to the Articles of Incorporation to authorize the board of directors to effect a reverse stock split of the common stock:

           
Broker
For
  
Against
  
Abstain
  
Non-Vote
             
2,708,391
  
490,758
  
20,208
  
1,691,186

 
 
 
 
Proposal 4

To approve an amendment to the Village Bank and Trust Financial Corp. Incentive plan to increase the number of shares of Common Stock reserved for issuance under the Plan from 455,000 to 555,000:

           
Broker
For
  
Against
  
Abstain
  
Non-Vote
             
1,182,063
  
314,483
  
31,625
  
1,691,186

Proposal 5

To ratify the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm for 2012:

For
  
Against
  
Abstain
         
3,150,679
  
41,675
  
27,003




 
 
 


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:  June 13, 2013
By:
/s/ C. Harril Whitehurst, Jr.
  
   
C. Harril Whitehurst, Jr.
  
   
Senior Vice President and CFO