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 21, 2013
_______________________________
MVB FINANCIAL CORP
(Exact name of registrant as specified in its charter)
_______________________________
| WV | 000-50567 | 20-0034461 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
301 Virginia Avenue, Fairmont, WV
26554-2777
(Address of Principal Executive Offices) (Zip Code)
304-363-4800
(Registrant’s telephone number, including area code)
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:
| ¨ | 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2013, MVB Financial Corp. held its 15th Annual Meeting of Shareholders.
The Proxy Committee certified that 1,914,923 or 56.31% of the 3,400,505 outstanding voting shares of MVB Financial Corp were represented in person or by proxy and that in accordance with the Bylaws, a quorum was present.
The results of the proxy voting rounded to the nearest number of whole shares are as follows:
Proposal 1: “To elect five directors for a three-year term (ending at the Company’s annual meeting in 2016), one director for a one-year term (ending at the annual meeting in 2014) and two directors for a two-year term (ending at the annual meeting in 2015).”
The following votes were cast in the proposal regarding Director Nominees:
| FOR | AGAINST or WITHHELD |
Broker Non- Votes | ||||
| David B. Alvarez ( 2 years) | 1,707,880 | 34,491 | 172,552 | |||
| James J. Cava, Jr. ( 1 year) | 1,666,312 | 76,059 | 172,552 | |||
| John W. Ebert (2 years) | 1,710,362 | 32,009 | 172,552 | |||
| H. Edward Dean, III (3 years) | 1,734,110 | 8,261 | 172,552 | |||
| James R. Martin (3 years) | 1,612,978 | 129,393 | 172,552 | |||
| J. Christopher Pallotta (3 years) | 1,610,055 | 132,316 | 172,552 | |||
| Roger J. Turner (3 years) | 1,681,392 | 60,980 | 172,552 | |||
| Samuel J. Warash (3 years) | 1,563,682 | 178,690 | 172,552 |
Proposal 2: “To approve a non-binding advisory proposal on the compensation of the Named Executive Officers.”
The following votes were cast:
| FOR | AGAINST or WITHHELD |
ABSTAIN | Broker Non- Votes | |||
| 1,702,189 | 20,298 | 19,883 | 172,552 |
Proposal 3: “To approve a non-binding advisory vote on whether an advisory vote on executive compensation should be held every 7
,
The following votes were cast regarding the frequency of shareholder advisory votes:
| Every year: | 1,213,315 |
| Every two years: | 105,810 |
| Every three years: | 381,251 |
| Number of abstentions: | 41,994 |
| Number of broker non-votes: | 172,552 |
Proposal 4: “To approve the MVB Financial Corp 2013 Stock Incentive Plan.”
The following votes were cast:
| FOR | AGAINST or WITHHELD |
ABSTAIN | Broker Non- Votes | |||
| 1,712,201 | 24,478 | 5,692 | 172,552 |
Proposal 5: “To approve an amendment to the MVB Financial Corp Articles of Incorporation to provide for an increase from 4,000,000 to 10,000,000 the number of authorized shares of common stock.”
The following votes were cast:
| FOR | AGAINST or WITHHELD |
ABSTAIN | Broker Non- Votes | |||
| 1,675,899 | 57,509 | 8,963 | 172,552 |
Proposal 6: “To ratify the appointment of S.R. Snodgrass, A.C. as the independent registered accounting firm for MVB for the year 2013.”
The following votes were cast:
| FOR | AGAINST or WITHHELD |
ABSTAIN | Broker Non- Votes | |||
| 1,898,113 | 3,368 | 13,442 | 0 |
| Item 8.01 | Other Events. |
On May 21, 2013, the Board of Directors of MVB Financial Corp declared a cash dividend of $0.07 per share to shareholders of record June 01, 2013, payable June 17, 2013.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Articles of Amendment to Articles of Incorporation |
| 3 |
EXHIBIT INDEX
| Exhibit Number | Description | Exhibit Location |
| 3.1 | Amendment to Articles of Incorporation | Filed herewith |
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.
| MVB Financial Corp | ||
| By | /s/ Eric L. Tichenor | |
|
Eric L. Tichenor Senior Vice President/ CFO
| ||
Date: May 22, 2013