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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07Submission of Matters to a Vote of Security Holders.
Village Bank and Trust Financial Corp. (the “Company”) held its Annual Meeting of Shareholders on May 24, 2022 (the “Annual Meeting”). A quorum of shares was present or represented by proxy at the Annual Meeting. At the Annual Meeting, the shareholder of the Company elected three directors to serve for a term of three years each, approved in an advisory vote the Company’s executive compensation; and ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2022. The voting results for each proposal were as follows:
Proposal 1
To elect three directors for a term of three years each:
| For |
| Withheld |
| Non-Vote | |
Craig D. Bell | 1,145,070 | 60,798 |
| 161,440 | ||
Devon M. Henry | 1,162,317 | 43,551 |
| 161,440 | ||
George R. Whittemore | 1,201,602 | 4,266 |
| 161,440 |
Proposal 2
To approve, in an advisory (non-binding) vote, the executive compensation disclosed in the Proxy Statement:
Broker | ||||||||
| For |
| Against |
| Abstain | Non-Vote | ||
Executive Compensation | 1,094,453 | 11,921 |
| 99,494 | 161,440 |
Proposal 3
To ratify the appointment of Yount, Hyde, & Barbour, P.C. as the Company’s independent registered public accounting firm for 2022:
| For |
| Against |
| Abstain | |
Ratification of Auditors | 1,364,135 | 140 |
| 3,033 |
Item 8.01Other Events.
On May 24, 2022, members of management of the Company made a presentation at 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
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Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. | Description |
99.1 | Presentation of the Company delivered at the 2022 Annual Meeting of Shareholders |
104 | Cover Page Interactive Data File – the cover page iXBRL tags are Embedded within the Inline XBRL document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VILLAGE BANK AND TRUST FINANCIAL CORP. | ||
(Registrant) | ||
Date: May 24, 2022 | By: /s/ Donald M. Kaloski, Jr. | |
Donald M. Kaloski, Jr. | ||
Executive Vice President and CFO | ||
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