BANK OF THE JAMES FINANCIAL GROUP, INC. (NASDAQ:BOTJ) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
(a)On May15, 2018, Bank of the James Financial Group, Inc. (the “Company”) held its Annual Meeting of Shareholders for which the board of directors solicited proxies.
(b)As of March20, 2018, the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 4,378,436 shares of common stock outstanding and eligible to vote. 3,470,453 shares, or approximately 79.26% of the outstanding shares, were represented at the meeting in person or by proxy.
At the Annual Meeting, the shareholders of the Company voted on the following matters as described in the Company’s Proxy Statement dated April9, 2018:
Proposal No.1. The Company’s shareholders elected four (4)Group Three directors to serve on the board of directors for a three year term to expire at the Company’s 2021 annual meeting of shareholders, as set forth below:
|
Name |
Group | Votes For | Withheld Votes | Broker Non-Votes |
|
Lewis C. Addison |
Three | 1,961,144 | 587,052 | 922,257 |
|
John R. Alford, Jr. |
Three | 2,496,277 | 51,919 | 922,257 |
|
William C. Bryant III |
Three | 2,474,944 | 73,252 | 922,257 |
|
J. Todd Scruggs |
Three | 2,474,944 | 73,252 | 922,257 |
Proposal No.. The Company’s shareholders ratified the appointment of Yount, Hyde& Barbour, P.C., of Winchester, Virginia, as the Company’s independent registered public accounting firm for the year ending December31, 2018, as set forth below:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
3,468,285 |
1,773 | — |
Proposal No.. The Company’s shareholders approved the Bank of the James Financial Group, Inc. 2018 Equity Incentive Plan, as set forth below:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
2,454,850 |
86,464 | 6,882 | 922,257 |
Proposal No.. The Company’s shareholders approved the Bank of the James Financial Group, Inc. 2018 Employee Stock Purchase Plan, as set forth below:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
2,463,430 |
79,146 | 5,620 | 922,257 |
Proposal No.. The Company’s shareholders approved the non-binding, advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Proxy Statement to the compensation disclosure rules of the SEC, as set forth below:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
2,430,462 |
53,310 | 64,424 | 922,257 |
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The voting results for each proposal are the final voting results.
| Item 5.07 | Financial Statements and Exhibits |
| (a) | Financial Statements of Business Acquired – not applicable |
| (b) | Pro Forma Financial Information – not applicable |
| (c) | Shell Company Transactions – not applicable |
| (d) | Exhibits – not applicable |
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About BANK OF THE JAMES FINANCIAL GROUP, INC. (NASDAQ:BOTJ)
Bank of the James Financial Group, Inc. is a bank holding company for Bank of the James (Bank). The Bank is a Virginia banking corporation engaged in general retail and commercial banking business. The Company conducts two principal activities: general retail and commercial banking through the Bank and mortgage origination services through Bank of the James Mortgage, a division of the Bank. In addition, the Company provides securities brokerage services through BOTJ Investment, a division of the Bank and acts as an agent for insurance and annuity products through BOTJ Insurance, Inc. (BOTJ Insurance), a subsidiary of the Bank. Other services offered by the Bank include safe deposit boxes, traveler’s checks, direct deposit of payroll and social security checks, automatic drafts for various accounts, treasury management services and credit card merchant services. It also provides brokerage and investment services through the Bank’s Investment division.