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 21, 2013

_______________________________

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:

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

 

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

 

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

 

¨ 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 21, 2013, MVB Financial Corp. held its 15th Annual Meeting of Shareholders.

 

 

The Proxy Committee certified that 1,914,923 or 56.31% of the 3,400,505 outstanding voting shares of MVB Financial Corp 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 five directors for a three-year term (ending at the Company’s annual meeting in 2016), one director for a one-year term (ending at the annual meeting in 2014) and two directors for a two-year term (ending at the annual meeting in 2015).”

 

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

 

    FOR   AGAINST or
WITHHELD
  Broker Non-
Votes
David B. Alvarez ( 2 years)   1,707,880   34,491   172,552
James J. Cava, Jr. ( 1 year)   1,666,312   76,059   172,552
John W. Ebert (2 years)   1,710,362   32,009   172,552
H. Edward Dean, III (3 years)   1,734,110   8,261   172,552
James R. Martin (3 years)   1,612,978   129,393   172,552
J. Christopher Pallotta (3 years)   1,610,055   132,316   172,552
Roger J. Turner (3 years)   1,681,392   60,980   172,552
Samuel J. Warash (3 years)   1,563,682   178,690   172,552

 

 

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
1,702,189   20,298   19,883   172,552

 

 

Proposal 3: “To approve a non-binding advisory vote on whether an advisory vote on executive compensation should be held every 7

,

The following votes were cast regarding the frequency of shareholder advisory votes:

 

Every year: 1,213,315
Every two years: 105,810
Every three years: 381,251
Number of abstentions: 41,994
Number of broker non-votes: 172,552

 

 

Proposal 4: “To approve the MVB Financial Corp 2013 Stock Incentive Plan.”

 

The following votes were cast:

 

FOR   AGAINST or
WITHHELD
  ABSTAIN   Broker Non-
Votes
1,712,201   24,478   5,692   172,552

 

 

 
 

Proposal 5: “To approve an amendment to the MVB Financial Corp Articles of Incorporation to provide for an increase from 4,000,000 to 10,000,000 the number of authorized shares of common stock.”

 

The following votes were cast:

 

FOR   AGAINST or
WITHHELD
  ABSTAIN   Broker Non-
Votes
1,675,899   57,509   8,963   172,552

 

 

Proposal 6: “To ratify the appointment of S.R. Snodgrass, A.C. as the independent registered accounting firm for MVB for the year 2013.”

 

The following votes were cast:

 

FOR   AGAINST or
WITHHELD
  ABSTAIN   Broker Non-
Votes
1,898,113   3,368   13,442   0

 

 

 

 

Item 8.01 Other Events.

 

On May 21, 2013, the Board of Directors of MVB Financial Corp declared a cash dividend of $0.07 per share to shareholders of record June 01, 2013, payable June 17, 2013.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits
3.1Articles of Amendment to Articles of Incorporation

 

3
 

 

EXHIBIT INDEX

 

Exhibit Number Description Exhibit Location
     
3.1 Amendment to Articles of Incorporation Filed herewith

 

 

 

 
 

 

 

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/ Eric L. Tichenor
   

Eric L. Tichenor

Senior Vice President/ CFO

 

Date:  May 22, 2013