MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
Meeting of Shareholders on March 15, 2017 (the “Special
Meeting”). At the Special Meeting, the following matters were
submitted to a vote of the Company’s shareholders: (i) a
proposal to approve the Agreement and Plan of Reorganization,
dated as of October 21, 2016, between Access National Corporation
(“Access”) and the Company, including the related Plan of
Merger, to which the Company will merge with and into Access (the
“merger agreement proposal”); (ii) a proposal to approve, in a
non-binding advisory vote, certain compensation that may become
payable to the Company’s named executive officers in connection
with the merger (the “compensation proposal”); and (iii) a
proposal to adjourn the meeting, if necessary or appropriate, to
permit further solicitation of proxies in the event there are not
sufficient votes at the time of the meeting to approve the merger
agreement proposal.
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1.
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To approve the Agreement and Plan of Reorganization,
dated as of October 21, 2016, between Access and the Company, including the related Plan of Merger, to which the Company will merge with and into Access: |
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For
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Against
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Abstain
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Broker Non-Votes
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||||
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5,439,854
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21,149
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4,565
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|||||
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% of shares voted
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99.5%
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0.4%
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0.1%
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||||
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% of shares outstanding
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75.5%
|
0.3%
|
0.1%
|
|
2.
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To approve, in a non-binding advisory vote, certain
compensation that may become payable to the Company’s named executive officers in connection with the merger. |
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For
|
Against
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Abstain
|
Broker Non-Votes
|
||||
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4,910,523
|
411,180
|
143,865
|
|||||
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% of shares voted
|
89.8%
|
7.5%
|
2.6%
|
||||
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% of shares outstanding
|
68.2%
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5.7%
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2.0%
|
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3.
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To adjourn the meeting, if necessary or appropriate, to
permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the merger agreement proposal. |
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
||||
|
5,290,950
|
171,052
|
3,566
|
|||||
|
% of shares voted
|
96.8%
|
3.1%
|
0.1%
|
||||
|
% of shares outstanding
|
73.4%
|
2.4%
|
0.0%
|
and therefore, no adjournment of the Special Meeting was required
to solicit additional votes. Accordingly, the merger agreement
proposal and compensation proposal have been approved.
release announcing the results of the Special Meeting and
Access’s special meeting of stockholders, also held on March 15,
2017. A copy of the joint press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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Exhibit No.
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Description of Exhibit
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|
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99.1
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Joint press release dated March 15, 2017.
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About MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG)
Middleburg Financial Corporation is a bank holding company. The Company conducts its primary operations through two subsidiaries, Middleburg Bank and Middleburg Investment Group, Inc. Its segments are Commercial & Retail Banking, which includes loans, investment securities and deposit accounts; Wealth Management, including wealth management activities, and Mortgage Banking, including mortgage banking activities. The Company, through its subsidiaries, offers a range of banking, fiduciary and investment management services to both individuals and small businesses. Its business activities include commercial and retail banking services through Middleburg Bank, wealth management services through Middleburg Investment Group, Inc., and mortgage banking services. Middleburg Bank’s services include various types of checking and savings deposit accounts, and the origination of business, real estate, development, mortgage, home equity, automobile and other installment, demand and term loans. MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG) Recent Trading Information
MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG) closed its last trading session up +0.21 at 35.43 with 10,563 shares trading hands.