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 24, 2016

___________

 

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.)

 

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))

 

 

 

 

 

 

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

 

Village Bank and Trust Financial Corp. (the “Company”) held its 2016 Annual Meeting of Shareholders on May 24, 2016 at Salisbury Country Club, 13620 W. Salisbury Road, Midlothian, Virginia (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 four directors to serve for three-year terms and one new director to serve for a two-year term; approved in an advisory vote the Company’s executive compensation, and ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2016. The voting results for each proposal were as follows:

 

Proposal 1

 

To elect four directors for a term of three years each and one new director (Kenneth R. Lehman) for a term of two years:

 

           Broker 
   For   Withheld   Non-Vote 
Craig D. Bell   945,433    61,350    304,523 
John T. Wash, Sr.   958,399    48,384    304,523 
George R. Whittemore   961,969    44,801    304,523 
Thomas W. Winfree   934,863    71,920    304,523 
Kenneth R. Lehman   964,376    42,407    304,523 

 

Proposal 2

 

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

 

         Broker
For  Against  Abstain  Non-Vote
       913,372              22,549             70,862  304,523

  

Proposal 3

 

To ratify the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm for 2016:

 

For  Against  Abstain
     1,302,294                8,622  390

 

 

 

 

 

Item 8.01Other Events.

 

On May 24, 2016, 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.

 

The following exhibits are filed herewith:

 

  Exhibit No.   Description of Exhibit
       
  99.1   Presentation of the Company delivered at the 2016 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 26, 2016 By: /s/ C. Harril Whitehurst, Jr.  
    C. Harril Whitehurst, Jr.  
    Executive Vice President and CFO