UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K/A
(Amendment No. 1)
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 20, 2014
___________
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)) |
Explanatory Note
This Current Report on Form 8-K/A is being filed by Village Bank and Trust Financial Corp. (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on May 27, 2014 announcing the preliminary voting results of the Company’s 2014 Annual Meeting of Shareholders (the “2014 Annual Meeting”). This Amendment is being filed to report the final voting results for the 2014 Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2014 Annual Meeting on May 20, 2014 at the Village Bank at Watkins Centre, 15521 Midlothian Turnpike, Midlothian, Virginia. A quorum of shares was present or represented by proxy at the 2014 Annual Meeting. At the 2014 Annual Meeting, the shareholders of the Company elected five directors to serve for three-year terms, approved an advisory vote on the Company’s executive compensation, approved an amendment to the Company’s Articles of Incorporation to authorize the board of directors to effect a reverse stock split of the Company’s 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 555,000 to 780,000, and ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2014. The final voting results for each proposal were as follows:
Proposal 1
To elect five directors for a term of three years each:
| Broker | ||||||||||||
| For | Withheld | Non-Vote | ||||||||||
| R.T. Avery, III | 2,508,053 | 88,993 | 1,650,393 | |||||||||
| William B. Chandler | 2,507,803 | 89,243 | 1,650,393 | |||||||||
| R. Calvert Esleeck, Jr. | 2,474,675 | 122,371 | 1,650,393 | |||||||||
| Charles E. Walton | 2,507,003 | 90,043 | 1,650,393 | |||||||||
| William G. Foster, Jr. | 2,509,953 | 87,093 | 1,650,393 | |||||||||
Proposal 2
To approve, in an advisory (non-binding) vote, the executive compensation disclosed in the Proxy Statement:
| Broker | ||||||
| For | Against | Abstain | Non-Vote | |||
| 2,247,184 | 297,446 | 111,681 | 1,650,393 |
| 2 |
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 | |||
| 3,799,507 | 469,819 | 37,378 | 0 |
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 555,000 to 780,000:
| Broker | ||||||
| For | Against | Abstain | Non-Vote | |||
| 2,258,146 | 308,240 | 89,925 | 1,650,393 |
Proposal 5
To ratify the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm for 2014:
| Broker | ||||||
| For | Against | Abstain | Non-Vote | |||
| 4,258,840 | 17,712 | 30,152 | 0 |
| 3 |
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 6, 2014 | By: | /s/ C. Harril Whitehurst, Jr. |
| C. Harril Whitehurst, Jr. | ||
| Executive Vice President and CFO | ||
| 4 |