VILLAGE BANK AND TRUST FINANCIAL CORP. (NASDAQ:VBFC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
Village Bank and Trust Financial Corp. (the “Company”) held its 2018 Annual Meeting of Shareholders on May 22, 2018 (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 three directors to serve for three-year terms and one director to serve for a one-year term; approved in an advisory vote the Company’s executive compensation; approved in an advisory vote that an advisory vote on executive compensation should be held every year; and ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2018. The voting results for each proposal were as follows:
Proposal 1
To elect three directors for a term of three years each:
| Broker | |||
| For | Withheld | Non-Vote | |
| Frank E. Jenkins Jr. | 988,951 | 4,005 | 273,053 |
| Michael A. Katzen | 976,846 | 16,110 | 273,053 |
| Michael L. Toalson | 988,567 | 4,389 | 273,053 |
To elect one director for a term of one year:
| Broker | |||
| For | Withheld | Non-Vote | |
| Devon M. Henry | 988,210 | 4,746 | 273,053 |
Proposal 2
To approve, in an advisory (non-binding) vote, the executive compensation disclosed in the Proxy Statement:
| Broker | |||
| For | Against | Abstain | Non-Vote |
| 897,737 | 18,628 | 76,591 | 273,053 |
Proposal 3
To approve, in an advisory (non-binding) vote, whether an advisory vote on executive compensation should be held every one, two or three years;
| For | Broker | |||
| One year | Two Years | Three Years | Abstain | Non-Vote |
| 862,166 | 11,830 | 46,442 | 65,748 | 273,053 |
Proposal 4
To ratify the appointment of Yount, Hyde, & Barbour, P.C., as the Company’s independent registered public accounting firm for 2018:
| For | Against | Abstain |
| 1,265,516 |
Item 8.01 Other Events.
On May 22, 2018, members of management of the Company made a presentationat 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 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibit is filed herewith:
Village Bank & Trust Financial Corp. ExhibitEX-99.1 2 tv494839_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 You’re a Neighbor,…To view the full exhibit click here
About VILLAGE BANK AND TRUST FINANCIAL CORP. (NASDAQ:VBFC)
Village Bank and Trust Financial Corp. is a bank holding company. The Company has three active subsidiaries: Village Bank (the Bank), Southern Community Financial Capital Trust I and Village Financial Statutory Trust II. The Bank has one active subsidiary: Village Bank Mortgage Corporation (the mortgage company), which is a full service mortgage banking company. The Company is the holding company of and successor to the Bank. The Bank is the primary operating business of the Company. The Bank offers a range of banking and related financial services, including checking, savings, certificates of deposit and other depository services, and commercial, real estate and consumer loans, primarily in the Richmond, Virginia metropolitan area. The Bank offers a range of financial services and products, and specializes in providing customized financial services to small and medium sized businesses, professionals, and individuals. The Bank conducts business from over 10 branch banking offices.