BAY BANKS OF VIRGINIA, INC. (OTCMKTS:BAYK) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
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Submission of Matters to a Vote of Security Holders. |
Bay Banks of Virginia, Inc. (the Company) held a Special Meeting
of Shareholders on March 15, 2017 (the Special Meeting). At the
Special Meeting the following matters were submitted to a vote of
the Companys shareholders (i) a proposal to approve the Agreement
and Plan of Merger, dated November 12, 2016, by and between
Virginia BanCorp Inc. (Virginia BanCorp) and the Company, to
which Virginia BanCorp will merge with and into the Company; (ii)
a proposal to amend the Companys articles of incorporation to
increase the number of authorized shares of the Companys common
stock from 10 million shares to 30 million shares; and (iii) a
proposal to adjourn the meeting to a later date, if necessary, to
solicit additional proxies to approve Proposals 1 or 2.
The voting results for each proposal are as follows:
| 1. |
To approve the Agreement and Plan of Merger, dated November 2, 2016, by and between the Company and Virginia BanCorp, to which Virginia BanCorp will merge with and into the Company. |
| Broker | |||||||
| For | Against | Abstentions | Non-Votes | ||||
| 3,485,004 | 71,009 | 14,986 | – | ||||
| % of shares voted | 84.69% | 1.73% | 0.36% | – | |||
| % of shares outstanding | 72.99% | 1.49% | 0.31% | – |
| 2. |
A proposal to amend the Companys articles of incorporation to increase the number of authorized shares of the Companys common stock from 10 million shares to 30 million shares. |
| Broker | |||||||
| For | Against | Abstentions | Non-Votes | ||||
| 3,948,592 | 117,697 | 48,832 | – | ||||
| % of shares voted | 95.95% | 2.86% | 1.19% | – | |||
| % of shares outstanding | 82.70% | 2.46% | 1.02% | – |
| 3. |
Each of the proposals received the necessary votes to be approved and therefore, no adjournment of the Special Meeting was required to solicit additional votes. |
| Item 8.01 | Other Events |
On March 17, 2017, the Company and Virginia BanCorp issued a
joint press release announcing the results of the Special Meeting
and Virginia BanCorps special meeting, also held March 15, 2017.
A copy of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
Additional Information about the Merger and Where to Find
It
This information presented herein does not constitute an offer to
sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
In connection with the proposed merger, the Company has filed
with the Securities and Exchange Commission (the SEC) a
registration statement on Form S-4 with respect to the offering
of the Companys common stock as the merger consideration under
the Securities Act of 1933, as amended, which includes a joint
proxy statement of the Company and Virginia BanCorp and a
prospectus of the Company. The registration statement has been
declared effective by the SEC, and the definitive joint proxy
statement/prospectus was mailed to stockholders of the Company
and Virginia BanCorp on or about February 7,
2017.Investors and security holders are urged to read the
registration statement and joint proxy statement/prospectus and
other relevant documents because they contain important
information about the merger.
Investors and security holders may obtain free copies of these
documents through the website maintained by the SEC at
http://www.sec.gov. Security holders of the Company may also
obtain free copies of these documents by directing a request by
telephone or mail to Bay Banks of Virginia, Inc., P.O. Box 1869,
100 South Main Street, Kilmarnock, Virginia 22482; 800-435-1140;
or by accessing these documents at the Companys website:
www.baybanks.com. Security holders of Virginia BanCorp may also
obtain free copies of these documents by directing a request by
telephone or mail to Virginia BanCorp Inc., P.O. Box 1777, 1965
Wakefield Street, Petersburg, Virginia 23805; 800-297-4040; or by
accessing these documents at Virginia BanCorps website:
www.vacommbank.com. The information on the Companys and Virginia
BanCorps websites is not, and shall not be deemed to be, a part
of this report or incorporated into other filings made with the
SEC.
The Company, Virginia BanCorp and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of the Company and
Virginia BanCorp in connection with the merger. Information about
the directors and executive officers of the Company and their
ownership of the Companys common stock is set forth in the
definitive proxy statement for the Companys 2016 annual meeting
of shareholders, as previously filed with the SEC on April8,
2016. Information about the directors and executive officers of
Virginia BanCorp and their ownership of Virginia BanCorp common
stock may be obtained by reading the joint proxy
statement/prospectus regarding the merger. Additional information
regarding the interests of these participants and other persons
who may be deemed participants in the merger may be obtained by
reading the joint proxy statement/prospectus regarding the
merger.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
The following exhibit is filed herewith:
| Exhibit No. | Description of Exhibit | ||
| 99.1 | Press Release dated March 17, 2017 | ||
About BAY BANKS OF VIRGINIA, INC. (OTCMKTS:BAYK)
Bay Banks of Virginia, Inc. is a bank holding company that conducts its operations through its subsidiaries, Bank of Lancaster (the Bank) and Bay Trust Company (the Trust Company). The Bank is a state-chartered bank and a member of the Federal Reserve System. The Bank serves businesses, professionals and consumers with a range of financial services, including retail and commercial banking, investment services and mortgage banking. Its products include cash management accounts, individual retirement accounts, commercial and industrial loans, residential mortgages, commercial mortgages, home equity loans, consumer installment loans, investment accounts, insurance, credit cards and telephone banking. The Bank’s deposits include non-interest bearing demand deposits, interest bearing deposits and time deposits. The Trust Company provides management services for personal and corporate trusts, including estate planning, estate settlement and trust administration. BAY BANKS OF VIRGINIA, INC. (OTCMKTS:BAYK) Recent Trading Information
BAY BANKS OF VIRGINIA, INC. (OTCMKTS:BAYK) closed its last trading session 00.00 at 8.75 with 21,084 shares trading hands.