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 20, 2014

 


 

MVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 


 

WV

 

000-50567

 

20-0034461

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

301 Virginia Avenue, Fairmont, WV  26554-2777
(Address of Principal Executive Offices) (Zip Code)

 

304-363-4800
(Registrant’s telephone number, including area code)

 

N/A
(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:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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

 

On May 20, 2014, MVB Financial Corp. (“MVB” or the “Company”) held its 16th Annual Meeting of Shareholders.

 

The Proxy Committee certified that 4,230,416 or 53.9% of the 7,844,664 outstanding voting shares of MVB were represented in person or by proxy and that in accordance with the Bylaws, a quorum was present.

 

The results of the proxy voting rounded to the nearest number of whole shares are as follows:

 

Proposal 1:  “To elect six directors for a three-year term (ending at the Company’s annual meeting in 2017).”

 

The following votes were cast in the proposal regarding Director Nominees:

 

 

 

FOR

 

AGAINST or
WITHHELD

 

Broker Non-
Votes

Stephen R. Brooks

 

3,918,016

 

50,795

 

261,605

James J. Cava, Jr.

 

3,910,217

 

58,594

 

261,605

Gayle C. Manchin

 

3,767,851

 

200,960

 

261,605

Larry F. Mazza

 

3,880,825

 

87,986

 

261,605

Nitesh S. Patel

 

3,884,668

 

84,142

 

261,605

Jimmy D. Staton

 

3,884,626

 

84,185

 

261,605

 

Proposal 2:  “To approve a non-binding advisory proposal on the compensation of the Named Executive Officers.”

 

The following votes were cast:

 

FOR

 

AGAINST or
WITHHELD

 

ABSTAIN

 

Broker Non-
Votes

3,638,084

 

173,756

 

156,970

 

261,605

 

Proposal 3:  “To ratify the appointment of Dixon Hughes Goodman, LLP as the independent registered accounting firm for MVB for the year 2014.”

 

The following votes were cast:

 

FOR

 

AGAINST or
WITHHELD

 

ABSTAIN

 

Broker Non-
Votes

4,198,414

 

2,368

 

29,633

 

0

 

Item 7.01              Regulation FD Disclosure

 

On May 20, 2014, the Board of Directors of MVB declared a cash dividend of $0.04 per share to shareholders of record May 30, 2014, payable June 16, 2014.  A copy of the press release is attached as Exhibit 99.1.

 

Item 9.01     Financial Statements and Exhibits

 

(d)  Exhibits:

 

99.1  Press Release announcing cash dividend

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

 

MVB Financial Corp

 

By

/s/ Larry F. Mazza

 

 

Larry F. Mazza

 

 

President & Chief Executive Officer

 

 

Date:  May 21, 2014

 

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Exhibits

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release announcing cash dividends

 

4